20-F
CoinShares PLC (CSHR)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM20-F
(MarkOne)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Forthe fiscal year ended _______
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Dateof event requiring this shell company report: March 31, 2026
Forthe transition period from _______________ to _______________
CommissionFile Number: 001-43222
CoinSharesPLC(Exact name of Registrant as specified in its charter)
| Not Applicable | Jersey, Channel Islands |
|---|---|
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
2Hill Street, St. Helier, JE2 4UA, Jersey(Address of principal executive offices)
Jean-MarieMognetti, Chief Executive Officer2 Hill Street, St. Helier, JE2 4UA, JerseyTel: +44 1534 513 100(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, no par value | CSHR | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | CSHRW | The Nasdaq Stock Market LLC |
Securitiesfor registered or to be registered pursuant to Section 12(g) of the Act: None
Securitieswhich there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: As of March 31, 2026, the issuer had 132,257,329 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☒ | Emerging<br> growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The<br>term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board<br>to its Accounting Standards Codification after April 5, 2012. |
|---|
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP
☒ International Financial Reporting Standards as issued by the International Accounting Standards Board
☐ Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
TABLEOF CONTENTS
| Explanatory<br> Note | ii | ||
|---|---|---|---|
| Cautionary<br> Note Regarding Forward-Looking Statements | v | ||
| Part<br> I | 1 | ||
| Item<br> 1. | Identity<br> of Directors, Senior Management and Advisers | 1 | |
| Item<br> 2. | Offer<br> Statistics and Expected Timetable | 1 | |
| Item<br> 3. | Key<br> Information | 2 | |
| Item<br> 4. | Information<br> on the Company | 2 | |
| Item<br> 4A. | Unresolved<br> Staff Comments | 4 | |
| Item<br> 5. | Operating<br> and Financial Review and Prospects | 4 | |
| Item<br> 6. | Directors,<br> Senior Management and Employees | 4 | |
| Item<br> 7. | Major<br> Shareholders and Related Party Transactions | 6 | |
| Item<br> 8. | Financial<br> Information | 7 | |
| Item<br> 9. | The<br> Offer and Listing | 7 | |
| Item<br> 10. | Additional<br> Information | 8 | |
| Item<br> 11. | Quantitative<br> and Qualitative Disclosures About Market Risk | 10 | |
| Item<br> 12. | Description<br> of Securities Other Than Equity Securities | 10 | |
| Part<br> II | 11 | ||
| Item<br> 13. | Defaults,<br> Dividend Arrearages and Delinquencies | 11 | |
| Item<br> 14. | Material<br> Modifications to the Rights of Security Holders and Use of Proceeds | 11 | |
| Item<br> 15. | Controls<br> and Procedures | 11 | |
| Item<br> 16. | [Reserved] | 11 | |
| Part<br> III | 12 | ||
| Item<br> 17. | Financial<br> Statements | 12 | |
| Item<br> 18. | Financial<br> Statements | 12 | |
| Item<br> 19. | Exhibits | 12 | |
| Exhibit<br> Index | 12 |
i
ExplanatoryNote
Terms used in this Shell Company Report on Form 20-F (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meanings given to such terms in the Proxy Statement/Prospectus (as defined below) in the section entitled “Frequently Used Terms” and such definitions are incorporated herein by reference.
This Report incorporates by reference certain information from reports and other documents that were previously filed with the Securities and Exchange Commission (the “SEC”), including certain information from the Proxy Statement/Prospectus. To the extent there is a conflict between the information contained in this Report and the information contained in such prior reports and documents incorporated by reference herein, the information in this Report controls.
Overviewof Transactions
On March 31, 2026 (the “Closing Date”), CoinShares PLC, a public company limited by shares organized under the laws of Jersey (f/k/a Odysseus Holdings Limited, the “Company” or “Holdco”), consummated its previously announced business combination (the “Business Combination”) pursuant to Business Combination Agreement, dated as of September 8, 2025 (the “Business Combination Agreement”), by and among the Company, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey (“CoinShares”), Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“Vine Hill”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company (“SPAC Merger Sub”).
Pursuant to the Business Combination Agreement, (a) Vine Hill merged with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of the Company (the “SPAC Merger”) and with each Vine Hill shareholder receiving one no par value ordinary share of the Company (each, a “Ordinary Share”) for each Vine Hill Class A ordinary share (each, a “Vine Hill Class A Share”), (b) among other things, SPAC Merger Sub acquired 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 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 became 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 the Company and will be liquidated, each as more fully described in the final prospectus of the Company and definitive proxy statement of Vine Hill, dated March 16, 2026 (the “Proxy Statement/Prospectus”), which was filed with the SEC. Following the consummation of the transactions contemplated by the Business Combination Agreement, SPAC Merger Sub was liquidated. As a result of the Business Combination, CoinShares became wholly-owned subsidiaries of the Company and the Company has become a publicly traded company.
In connection with the Business Combination, (i) one day prior to the effective time of the SPAC Merger, Vine Hill Capital Sponsor I LLC (the “Sponsor”) forfeited to Vine Hill for no consideration Class B ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class B Share”) held by it and (ii) the Sponsor forfeited to Vine Hill for no consideration all of the warrants to purchase Vine Hill Class A Shares purchased by the Sponsor in a private placement concurrent with Vine Hill’s initial public offering (the “Vine Hill Private Warrants”), upon which forfeiture the Vine Hill Private Warrants were cancelled.
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 conversion of the Vine Hill Class B Shares) converted into one Ordinary Share and (b) each outstanding public warrant of Vine Hill (each, a “Vine Hill Public Warrant”) was assumed by the Company as a public warrant of the Company (each, a “Warrant”), having substantially the same terms and conditions and exercisable for Ordinary Shares.
ii
As consideration for the Scheme of Arrangement, at the effective time of the Scheme of Arrangement, (w) each CoinShares Share that was issued and outstanding (other than the PIPE Shares (as defined below)) was exchanged for the number of 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 6,564,647 obtained by dividing (i) by (ii), the “Equity Exchange Ratio”); (x) each option to purchase CoinShares Shares (each, a “CoinShares Option”) that was issued and outstanding and had vested pursuant to its terms was 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 was unvested was converted into an option to purchase a number of Ordinary Shares (each a “Company Option”) 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 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 was exchanged for one 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 the Company 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 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 was permitted to elect to reduce the number of PIPE Investment Shares that it was 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 of Vine Hill held to approve the Business Combination (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). The PIPE Investor held and did not submit for redemption 102,020 Vine Hill Class A Shares, purchased 4,897,980 PIPE Investment Shares immediately prior to the effective time of the Scheme of Arrangement and was also issued the 1,666,667 Commitment Fee Shares immediately prior to the effective time of the Scheme of Arrangement.
The Extraordinary General Meeting of shareholders of Vine Hill was held on March 27, 2026, where the Vine Hill’s shareholders considered and approved, among other matters, a proposal to approve the Business Combination Agreement and the transactions contemplated thereby. In connection with the Extraordinary General Meeting, holders of 20,707,319 Public Shares exercised their right to redeem those shares for a pro rata portion of the cash in the Trust Account, which equaled approximately $10.71 per share, for an aggregate of approximately $221.8 million.
Immediately prior to the effective time of the Scheme of Arrangement, CoinShares’ Fully Diluted Equity Securities equaled 65,799,595, consisting of (i) 65,538,673 CoinShares Shares outstanding, excluding 1,139,537 CoinShares Shares held in treasury plus (ii) 260,922 CoinShares Shares that would have been outstanding if CoinShares Options, whether vested or unvested, were net settled by withholding CoinShares Shares upon exercise. Accordingly, the Equity Value Per Share was approximately $18.237 and the Equity Exchange Ratio was approximately 1.8237.
iii
At the effective time of, and pursuant to, the SPAC Merger, the Company issued:
| (i) | 1,292,681<br> Ordinary Shares in exchange for the Vine Hill Class A Shares; and |
|---|---|
| (ii) | 11,000,000<br> Warrants in exchange for 11,000,000 Vine Hill Public Warrants. |
| --- | --- |
At the effective time of, and pursuant to, the Scheme of Arrangement, the Company issued:
| (i) | 65,538,673<br> Ordinary Shares in exchange for CoinShares Shares (excluding the PIPE Shares); |
|---|---|
| (ii) | 6,564,647<br> Ordinary Shares in exchange for the PIPE Shares; and |
| --- | --- |
| (iii) | Company<br> Options to purchase up to 260,922 Ordinary Shares. |
| --- | --- |
The Company’s Ordinary Shares and Warrants were approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “CSHR” and CSHRW, respectively, and are expected to begin trading on April 1, 2026.
As of the Closing Date, the Company is a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will file annual reports on Form 20-F and furnish interim reports and other information on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”). As a foreign private issuer, the Company is exempt from certain provisions of the Exchange Act and the rules thereunder that are applicable to U.S. domestic public companies, including the rules requiring the filing of proxy statements on Schedule 14A, certain short-swing profit recovery provisions under Section 16 of the Exchange Act, the filing of quarterly reports on Form 10-Q, the filing of current reports on Form 8-K, and Regulation FD.
Unless the context otherwise requires, references in this Report to “we,” “us,” “our,” “the Company,” and “CoinShares PLC” refer to Odysseus Holdings Limited (renamed CoinShares PLC) and its consolidated subsidiaries following the Business Combination.
Certain amounts that appear in this Report may not sum due to rounding.
iv
CautionaryNote Regarding Forward-Looking Statements
This Report and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements include, 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 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 Report, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” 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<br> benefits of the Business Combination; |
|---|---|
| ● | the<br> potential market size and the assumptions and estimates related to the Business Combination; |
| --- | --- |
| ● | the<br> future financial and business performance of the Company and its subsidiaries following the<br> Business Combination; |
| --- | --- |
| ● | general<br> economic conditions and conditions affecting the industries in which the Company operates; |
| --- | --- |
| ● | expansion<br> and other plans and opportunities; and |
| --- | --- |
| ● | other<br> statements preceded by, followed by or that include the words “estimate,” “plan,”<br> “project,” “forecast,” “intend,” “will,”<br> “expect,” “anticipate,” “believe,” “seek,”<br> “target” or similar expressions. |
| --- | --- |
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors discussed under the “Risk Factors” section of this Report and the “Risk Factors” section in the Proxy Statement/Prospectus, which section is incorporated herein by reference. These forward-looking statements are based on information available as of the date of this Report, and expectations, forecasts and assumptions as of that date, 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.
v
PartI
Item1. Identity of Directors, Senior Management and Advisers
A.Directors and Senior Management
The directors and executive officers of the Company upon the consummation of the Business Combination are set forth in Item 6.A of this Report. The business address for each of the Company’s directors and executive officers is 2 Hill Street, St Helier, Jersey, JE2 4UA, Channel Islands.
B.Advisers
White & Case LLP has acted as U.S. securities counsel for the Company and continues to act as U.S. securities counsel for the Company following the completion of the Business Combination.
Carey Olsen Jersey LLP has acted as counsel for the Company with respect to Jersey law and continues to act as counsel for the Company with respect to Jersey law following the completion of the Business Combination.
C.Auditors
The consolidated financial statements of the Odysseus Holdings Limited as of 18 September 2025 and for the period from 29 August 2025 (inception) to 18 September 2025, incorporated by reference in this Report have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing in the Proxy Statement/Prospectus (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.
The financial statements of Vine Hill Capital Investment Corp. as of December 31, 2024 and for the period from May 24, 2024 (inception) through December 31, 2024, incorporated by reference in this Report have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing in the Proxy Statement/Prospectus, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of CoinShares International Limited as at December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024 incorporated by reference herein have been so included in reliance on the report of BDO LLP, an independent registered public accounting firm, appearing in the Proxy Statement/Prospectus, given on the authority of said firm as experts in auditing and accounting.
BDO LLP, London, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
Item2. Offer Statistics and Expected Timetable
Not applicable.
1
Item3. Key Information
A.[Reserved]
B.Capitalization and Indebtedness
The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2025, after giving effect to the Business Combination, the Scheme, and the PIPE Financing (as defined in the Proxy Statement/Prospectus):
| Proforma Combined | ||
|---|---|---|
| As of June 30, 2025 | (in thousands) | |
| Cash and cash equivalents | ||
| Indebtedness: | ||
| Non-current lease liabilities | ||
| Non-current loans | ||
| Total Indebtedness | ||
| Equity: | ||
| Ordinary share capital | ||
| Share premium | ||
| Other reserves | ||
| Accumulated deficit | ) | |
| Total equity | ||
| Total capitalization |
All values are in US Dollars.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
The risk factors associated with the Company and CoinShares are described in the Proxy Statement/Prospectus under the heading “RiskFactors,” which information is incorporated herein by reference.
Item4. Information on the Company
A.History and Development of the Company
CoinShares PLC (formerly Odysseus Holdings Limited) is a company incorporated under the laws of Jersey, Channel Islands on August 29, 2025. For further information on the Business Combination, see “Explanatory Note” above. The history and development of the Company and the material terms of the Business Combination are described in the Proxy Statement/Prospectus under the headings “InformationAbout the Company,” “Summary of the Proxy Statement/Prospectus,” “The Business Combination Proposal,” “The Business Combination Proposal — Merger Agreement” and “Description of Securities of Holdco,” which are incorporated herein by reference.
The Company owns no material assets other than its equity interests in its wholly owned subsidiaries, including CoinShares International Limited.
CoinShares International Limited is a company incorporated under the laws of Jersey, Channel Islands, and is a leading digital asset investment business. Prior to the Business Combination, CoinShares’ ordinary shares were listed and traded on the Nasdaq First North Growth Market in Stockholm, Sweden.
The Company’s registered office and principal executive offices are located at 2 Hill Street, St. Helier, JE2 4UA, Jersey. The Company’s agent for service of process in the United States is located at 437 Madison Avenue, 28th Floor, New York, NY 10022. The Company’s principal website address is http://coinshares.com/ . We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.
2
B.Business Overview
Prior to the closing of the Business Combination, the Company did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, such as the making of certain required securities law filings. Following, and as a result of, the Business Combination, all of the Company’s business is conducted through CoinShares International Limited and its subsidiaries. Information regarding the business of CoinShares International Limited is included in the Proxy Statement/Prospectus under the headings “Information About CoinShares,” and “CoinShares’ Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” which are incorporated herein by reference and in Item 5 of this Report.
C.Organizational Structure
Following the consummation of the Business Combination, CoinShares PLC is the ultimate holding company of the combined group. CoinShares PLC directly or indirectly owns 100% of the outstanding equity interests of CoinShares International Limited. The diagram below depicts a simplified version of the Company immediately following the consummation of the Business Combination.
3
D.Property, Plants and Equipment
Information regarding the Company’s facilities is described in the Proxy Statement/Prospectus under the headings “InformationAbout the CoinShares —Facilities” which information is incorporated herein by reference.
Item4A. Unresolved Staff Comments
None.
Item5. Operating and Financial Review and Prospects
The discussion and analysis of the financial condition and results of operations of CoinShares is described in the Proxy Statement/Prospectus under the section titled “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” which information is incorporated herein by reference.
The discussion and analysis of the financial condition and results of operations of Vine Hill is described in the Proxy Statement/Prospectus under the section titled “Vine Hill’s Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” which information is incorporated herein by reference.
Item6. Directors, Senior Management and Employees
A.Directors and Senior Management
Information regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of Holdco After the Business Combination,” which information is incorporated herein by reference.
B.Compensation
A discussion of the significant elements of the historical compensation program for CoinShares is included in the Proxy Statement/Prospectus under the section titled “Executive Compensation of CoinShares” and is incorporated herein by reference.
Decisions regarding the executive compensation program will be made by the compensation committee of the Company’s board of directors (the “Company Board”). The Company intends to develop an executive compensation program that is designed to align compensation with business objectives and the creation of shareholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to its long-term success.
Indemnification
The Company has entered into indemnification agreements with each of its officers and directors. Information regarding such indemnification agreements is included in the Proxy Statement/Prospectus under the section titled “Management of Holdco After the Business Combination— Indemnification of Directors and Officers” and is incorporated herein by reference.
C.Board Practices
Information regarding the directors and executive officers of the Company after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of Holdco After the Business Combination,” which information is incorporated herein by reference.
Effective as of the Closing Date, the Company Board consists of Jean-Marie Mognetti, Christopher D. Myers, Caroline D. Pham, Daniel Masters and Paul Grinberg. Following the Closing, the Company Board intends to nominate a Company Board member to act as chair of the Company Board.
4
The Company Board affirmatively determined that Caroline D. Pham, Paul Grinberg and Christopher D. Myers each qualify as “independent” in accordance with applicable Nasdaq listing rules.
Effective as of the Closing Date, the Company Board established an audit committee (the “Audit Committee”) consisting of Caroline D. Pham, Paul Grinberg and Christopher D. Myers, with Paul Grinberg acting as chair of the Audit Committee. The Company Board affirmatively determined that each member of the Audit Committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act applicable to audit committee members. In addition, the Board determined that Mr. Myers qualifies as an “audit committee financial expert”, as such term is defined in Item 16A of Form 20-F.
Effective as of the Closing Date, the Company Board established a compensation committee (the “Compensation Committee”) consisting of Caroline D. Pham, Paul Grinberg and Christopher D. Myers, with Christopher D. Myers acting as chair of the Compensation Committee. The Company Board affirmatively determined that each member of the Compensation Committee qualifies as “independent” under Nasdaq’s additional standards applicable to compensation committee members.
ForeignPrivate Issuer Status
The Company is a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer, the Company is permitted to comply with Jersey corporate governance practices in lieu of the otherwise applicable Nasdaq listing rules, with limited exceptions, provided that it discloses the Nasdaq listing rules it does not follow and the equivalent Jersey requirements with which it complies instead.
Jersey relies on this “foreign private issuer exemption” with respect to the following requirements:
| Independent Director Oversight of Director Nominations | Nasdaq<br> Listing Rule 5605(e)(1) requires independent director involvement in the selection of director nominees, by having a Nomination Committee<br> comprised solely of independent directors, or by having director nominees selected or recommended by a majority of its independent<br> directors meeting in executive session | In<br> lieu of Nasdaq Listing Rule 5605(e)(1), Holdco will be permitted to follow Jersey practice in lieu of this requirement. |
|---|---|---|
| Nominations Committee Charter or Board Resolution | Nasdaq<br> Listing Rule 5605(e)(2) requires companies to adopt a formal written charter or board resolution, as applicable, addressing the nominations<br> process and such related matters as may be required under the federal securities laws | In<br> lieu of Nasdaq Listing Rule 5605(e)(2), Holdco will be permitted to follow Jersey practice in lieu of this requirement. |
| Third Party Director and Nominee Compensation | Nasdaq<br> Listing Rule 5250(b)(3) requires listed companies to disclose third party director and nominee compensation. | In<br> lieu of Nasdaq Listing Rule 5250(b)(3), Holdco will be permitted to follow Jersey practice in lieu of this requirement. |
| Quorum | Nasdaq<br> Listing Rule 5620(c) sets out a quorum requirement of 33-1/3% of the outstanding shares of common voting stock. | In<br> lieu of Rule 5620(c), Holdco will be permitted to follow Jersey practice in lieu of these requirements. |
| Shareholder Voting / Proxy Solicitation | Section 14 of the Securities Exchange Act imposes extensive disclosure, procedural and liability regime applicable to proxy solicitation.<br><br> <br><br> Nasdaq Listing Rule 5620(b) requires companies that are not a limited partnership to solicit proxies and provide proxy statements<br> for all meetings of shareholders and to provide copies of such proxy solicitation material to Nasdaq. | Section<br> 14 is not applicable. Must comply with Jersey law.<br><br> <br><br> In lieu of Nasdaq Listing Rule 5620(b), Holdco will be permitted to follow Jersey practice in lieu of these requirements. |
| Shareholder Approval | Nasdaq<br> Listing Rule 5635 requires companies to obtain shareholder approval before undertaking any of the following transactions:<br><br> <br><br> - acquiring the stock or assets of another company, where such acquisition results in the issuance of 20% or more of Holdco’s<br><br> <br><br> - outstanding share capital or voting power;<br><br> entering into any change of control transaction;<br><br> <br><br> - establishing or materially amending any equity compensation arrangement; and<br><br> <br><br> - entering into any transaction other than a public offering involving the sale, issuance or potential issuance by Holdco of shares<br> (or securities convertible into or exercisable for shares) equal to 20% or more of Holdco’s outstanding share capital or 20%<br> or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. | In<br> lieu of Nasdaq Listing Rule 5635, Holdco will be permitted to follow Jersey practice in lieu of these requirements. |
5
D.Employees
Information regarding the employees of the Company is included in the Proxy Statement/Prospectus under the section titled “Information Aboutthe CoinShares — Human Capital,” which information is incorporated herein by reference.
E.Share Ownership
Ownership of the Company’s shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item 7.A of this Report.
F.Disclosure of a registrant’s action to recover erroneously awarded compensation
None.
Item7. Major Shareholders and Related Party Transactions
A.Major Shareholders
The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by:
| ● | each<br>person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares |
|---|---|
| ● | each<br>of the Company’s executive officers and directors; and |
| --- | --- |
| ● | all<br>of the Company’s directors and executive officers as a group. |
| --- | --- |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
As of March 31, 2026, there are 132,257,329 Ordinary Shares issued and outstanding.
Based solely on information that is known to the Company as of the date hereof, we believe approximately 8.2% of the securities are held in the host country and there are 2 record holders in the host country.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
| Name and Address of Beneficial Owner | Number of<br> Ordinary Shares<br> Owned | Percentage of<br> Outstanding<br> Ordinary<br> Shares | |||
|---|---|---|---|---|---|
| Directors and Executive Officers | |||||
| Jean-Marie Mognetti^(1)^ | 21,603,691 | 16.3 | % | ||
| Daniel Masters^(2)^ | 21,525,390 | 16.3 | % | ||
| Richard Nash | — | — | |||
| Caroline D. Pham | — | — | |||
| Paul Grinberg | — | — | |||
| Christopher D. Myers | — | — | |||
| All directors and executive officers as a group (6 individuals) | 43,129,081 | 32.6 | % | ||
| Other 5% Percent Holders | |||||
| Russell Newton | 15,002,350 | 11.3 | % | ||
| Alan Howard^(3)^ | 14,387,855 | 10.9 | % | ||
| * | Less<br>than 1%. | ||||
| --- | --- | ||||
| (1) | Interests<br>shown are held by Mognetti Partners Limited. Jean-Marie Mognetti is the sole director of Mognetti Partners Limited. | ||||
| --- | --- | ||||
| (2) | Excludes<br>3,272,843 Ordinary Shares which will be repurchasable by Mr. Masters pursuant the terms of a Master Securities Loan Agreement. Such repurchase<br>options are not exercisable within 60 days and therefore are not deemed to be beneficially owned as of the date of this Report. | ||||
| --- | --- | ||||
| (3) | Consists<br>of (i) 12,027,186 Ordinary Shares held directly by Alan Howard and (ii) 2,360,669 Ordinary Shares be held Brevan Howard Nominee Services<br>on behalf of, and as nominee of Alan Howard. Mr. Howard may be deemed to beneficially own the shares that will be held Brevan Howard<br>Nominee Services on behalf of, and as nominee of Alan Howard. Mr. Howard disclaims beneficial ownership of the shares that will<br>be held by Brevan Howard Nominee Services on behalf of, and as nominee of Alan Howard, except to the extent of his pecuniary interest<br>therein. | ||||
| --- | --- |
6
B.Related Party Transactions
Information pertaining to the CoinShares’ and Vine Hill’s related party transactions is set forth in the Proxy Statement/Prospectus under the heading “Certain Relationships and Related Party Transactions,” which is incorporated herein by reference.
C.Interests of Experts and Counsel
Not applicable.
Item8. Financial Information
A.Consolidated Statements and Other Financial Information
FinancialStatements
See Item 18 of this Report for financial statements and other financial information.
LegalProceedings
From time to time, the Company may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business or financial condition.
DividendPolicy
The Company Board will consider whether or not to institute a dividend policy. It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does not anticipate the Board declaring any dividends in the foreseeable future.
B.Significant Changes
A discussion of significant changes since June 30, 2025, is provided under Item 5 of this Report and is incorporated herein by reference.
Item9. The Offer and Listing
A.Offer and Listing Details
NasdaqListing of Ordinary Shares and Warrants
The Ordinary Shares and Public Warrants have been approved for listing on Nasdaq under the symbols “CSHR” and “CSHRW,” respectively, and are expected to begin trading on April 1, 2026. Holders of Ordinary Shares and Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or Warrants could be delisted from Nasdaq, which could inhibit or restrict the ability of the Company to raise additional financing.
Lock-upPeriod
Information regarding the lock-up restrictions applicable to the holders of all Ordinary Shares is included in the Proxy Statement/Prospectus under the heading “Shares Eligible for Future Sale — Lock-up Agreements” and is incorporated herein by reference.
Concurrently with the execution and delivery of the Business Combination Agreement, Sponsor and the Key CoinShares Shareholders (collectively, the “Lock-Up Parties” and each, a “Lock-Up Party”) entered into a Lock-Up Agreement, to be effective as of Closing, with the Company and Vine Hill, pursuant to which the Lock-Up Parties agreed that the Ordinary Shares of the Company received by each such Lock-Up Party will be locked up and subject to transfer restrictions, as described below, subject to certain exceptions. The Ordinary Shares of the Company 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 the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Closing which results in all of Company’s shareholders having the right to exchange their 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 the Company or their respective affiliates, may transfer up to 20% of their respective Ordinary Shares, so long as the closing sales price of the 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 Ordinary Shares, so long as the closing sales price of the 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.
7
Warrants
There are 11,000,000 Warrants outstanding. The Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable 30 days after the Closing Date, provided that the Company have an effective registration statement under the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement). The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.
B.Plan of Distribution
Not applicable.
C.Markets
The Ordinary Shares and Public Warrants have been approved for listing on Nasdaq under the symbols “CSHR” and “CSHRW,” respectively, and are expected to begin trading on April 1, 2026. Holders of Ordinary Shares and Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or Warrants could be delisted from Nasdaq, which could inhibit or restrict the ability of the Company to raise additional financing.
D.Selling Shareholders
Not applicable.
E.Dilution
Not applicable.
F.Expenses of the Issue
Not applicable.
Item10. Additional Information
A.Share Capital
The Company is authorized to issue an unlimited number of Ordinary Shares. As of its date of incorporation, and prior to the closing of the Business Combination, the Company was authorized to issue 200,000,000 Ordinary Shares and there were 100 Ordinary Shares issued and outstanding.
As of the date of this Report, there are 132,257,329 Ordinary Shares issued and outstanding.
Information regarding our securities is included in the Proxy Statement/Prospectus under the section titled “Description of Securities ofHoldco” and is incorporated herein by reference.
B.Memorandum and Articles of Association
The Amended and Restated Memorandum and Articles of Association (“Articles”) of the Company, as amended, effective as of March 31, 2026, are filed as Exhibit 1.1 to this Report. The description of the Articles of the Company is included in the Proxy Statement/Prospectus under the heading “Description of Securities of Holdco,” which information is incorporated herein by reference.
8
C.Material Contracts
Information pertaining to the Company’s material contracts is set forth in the Proxy Statement/Prospectus under the headings “CoinShares’Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources,”“The Business Combination Proposal — Related Agreements,” and “Certain Relationships and Related Person Transactions— CoinShares’ Related Person Transactions,” each of which is incorporated herein by reference. The description of the Merger Agreement is set forth in the Proxy Statement/Prospectus under the heading “The Business Combination Proposal,” which information is incorporated herein by reference.
D.Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in Jersey that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident holders of Ordinary Shares.
E.Taxation
Information pertaining to tax considerations is set forth in the Proxy Statement/Prospectus under the headings “Material U.S. Federal IncomeTax Considerations” and “Certain Material Jersey Tax Considerations,” which are incorporated herein by reference.
F.Dividends and Paying Agents
The Company has not paid any dividends to its shareholders. Following completion of the Business Combination, the Company Board will consider whether or not to institute a dividend policy. It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does not anticipate its board of directors declaring any dividends in the foreseeable future.
G.Statements by Experts
The consolidated financial statements of the Company as of 18 September 2025 and for the period from 29 August 2025 (inception) to 18 September 2025, incorporated by reference in this Report have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing in the Proxy Statement/Prospectus (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.
The financial statements of Vine Hill Capital Investment Corp. as of December 31, 2024 and for the year ended December 31, 2024 and for the period from May 24, 2024 (inception) through December 31, 2024, incorporated by reference in this Report have been audited by Withum Smith+Brown, PC, independent registered public accounting firm, as set forth in their report appearing in the Proxy Statement/Prospectus, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of CoinShares International Limited as at December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024 incorporated by reference herein have been so included in reliance on the report of BDO LLP, an independent registered public accounting firm, appearing in the Proxy Statement/Prospectus, given on the authority of said firm as experts in auditing and accounting.
BDO LLP, London, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
9
H.Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
I.Subsidiary Information
Not applicable.
J.Annual Report to Security Holders
Not applicable.
Item11. Quantitative and Qualitative Disclosures About Market Risk
Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the section titled “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitativeand Qualitative Disclosures about Market Risk,” which is incorporated herein by reference.
Item12. Description of Securities Other Than Equity Securities
Warrants
There are 11,000,000 Warrants outstanding. The Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable 30 days after the Closing Date, provided that the Company have an effective registration statement under the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the Warrant Agreement). The Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms. The terms of the Warrants are more fully described in the Proxy Statement/Prospectus under the heading “Description of Securities of Holdco — Warrants,” which information is incorporated herein by reference.
10
PartII
Item13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item15. Controls and Procedures
Information regarding CoinShares Controls and Procedures is included in the Proxy Statement/Prospectus under the section titled “CoinShares’ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting,” which is incorporated herein by reference.
Item16. [Reserved]
Item16A. Audit committee financial expert
Not applicable.
Item16B. Code of Ethics
Not applicable.
Item16C. Principal Accountant Fees and Services
Not applicable.
Item16D. Exemption from the Listing Standards for Audit Committees
Not applicable.
Item16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item16G. Corporate Governance
Not applicable.
Item16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item16J. Insider trading policies
Not applicable.
Item16K. Cybersecurity
Not applicable.
11
PartIII
Item17. Financial Statements
See Item 18.
Item18. Financial Statements
The financial statements of Vine Hill as of December 31, 2024 and for the period from May 24, 2024 (date of inception) to December 31, 2024 and the condensed consolidated financial statements as of June 30, 2025 and for each of the six-month periods ended June 30, 2025 and 2024 (Unaudited), and as of September 30, 2025 and for each of the nine-month periods ended September 30, 2025 and 2024 (Unaudited), respectively, included in the Proxy Statement/Prospectus between pages F-3 and F-63 are incorporated herein by reference.
The consolidated financial statements of CoinShares as of and for the years ended December 31, 2024 and 2023, respectively, and as of June 30, 2025 and for each of the six-month periods ended June 30, 2025 and 2024 (Unaudited), respectively, included in the Proxy Statement/Prospectus between pages F-64 and F-167 are incorporated herein by reference.
The consolidated financial statements of the Company from August 29, 2025 (Inception) to September 18, 2025, included in the Proxy Statement/Prospectus between pages F-168 and F-179 are incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company, CoinShares and Vine Hill is attached as Exhibit 15.1 to this Report.
Item19. Exhibits
ExhibitIndex
12
13
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| CoinShares PLC | ||
|---|---|---|
| Date:<br> March 31, 2026 | By: | /s/<br> Jean-Marie Mognetti |
| Name: | Jean-Marie<br> Mognetti | |
| Title: | Chief<br> Executive Officer |
14
Exhibit 1.1
COMPANIES (JERSEY) LAW 1991
(the “Companies Law”)
MEMORANDUM OF ASSOCIATION
- of -
CoinShares PLC
(the “Company”)
(adopted by SpecialResolution on
March 19, 2026)
| 1. | INTERPRETATION |
|---|
Words and expressions contained in this Memorandum of Association have the same meanings as in the Companies Law.
| 2. | COMPANY NAME |
|---|
The name of the Company is CoinShares PLC.
| 3. | TYPE OF COMPANY |
|---|---|
| 3.1 | The Company is a public company. |
| --- | --- |
| 3.2 | The Company is a no par value company. |
| --- | --- |
| 4. | NUMBER OF SHARES |
| --- | --- |
There shall be no limit on the number of shares which may be issued by the Company and if the share capital structure of the Company is at any time divided into separate classes of share there shall be no limit on the number of shares of any class which may be issued by the Company.
| 5. | LIABILITY OF SHAREHOLDERS |
|---|
The liability of a holder arising from the holding of a share in the Company is limited to the amount (if any) unpaid on it.
ARTICLES OF ASSOCIATION
- of -
CoinShares PLC
(the “Company”)
(adopted by Special Resolution on
March 19, 2026)
CONTENTS
| 1. | INTERPRETATION | |
|---|---|---|
| 2. | COMPANY NAME | |
| 3. | TYPE OF COMPANY | |
| 4. | NUMBER OF SHARES | |
| 5. | LIABILITY OF SHAREHOLDERS | |
| 1. | INTERPRETATION | 1 |
| 2. | SHARE CAPITAL | 4 |
| 3. | STATED CAPITAL ACCOUNTS | 5 |
| 4. | ALTERATION OF SHARE CAPITAL | 6 |
| 5. | VARIATION OF RIGHTS | 6 |
| 6. | REGISTER OF SHAREHOLDERS | 7 |
| 7. | FORFEITURE OF SHARES | 7 |
| 8. | TRANSFER OF SHARES | 8 |
| 9. | TRANSMISSION OF SHARES | 9 |
| 10. | NOTICE OF GENERAL MEETINGS | 10 |
| 11. | PARTICIPATION AT GENERAL MEETINGS | 11 |
| 12. | VOTES OF MEMBERS | 13 |
| 13. | MATTERS FOR THE ANNUAL GENERAL MEETING | 15 |
| 14. | DIRECTORS | 16 |
| 15. | POWERS OF DIRECTORS | 16 |
| 16. | DELEGATION OF DIRECTORS’ POWERS | 16 |
| 17. | APPOINTMENT OF DIRECTORS | 17 |
| 18. | RESIGNATION, DISQUALIFICATION & REMOVAL OF DIRECTORS | 17 |
| 19. | REMUNERATION & EXPENSES OF DIRECTORS | 17 |
| 20. | EXECUTIVE DIRECTORS | 18 |
| 21. | DIRECTORS’ INTERESTS | 18 |
| 22. | PROCEEDINGS OF DIRECTORS | 19 |
| 23. | MINUTE BOOK | 20 |
| 24. | SECRETARY | 21 |
| 25. | THE SEAL | 21 |
| 26. | AUTHENTICATION OF DOCUMENTS | 22 |
| 27. | DIVIDENDS | 22 |
| 28. | ACCOUNTS & AUDIT | 24 |
| 29. | NOTICES | 24 |
| 30. | INDEMNITY | 26 |
| 31. | EXCLUSIVE FORUM | 26 |
| 32. | WINDING UP | 27 |
| 33. | FIXING RECORD DATE | 27 |
| 34. | AUTHORISATION OF SHARE TRANSFERS TO BENEFICIAL OWNERS | 28 |
| 35. | NON-APPLICATION OF STANDARD TABLE | 28 |
i
COMPANIES (JERSEY) LAW 1991
ARTICLES OF ASSOCIATION
- of -
CoinShares PLC
(adopted by Special Resolution on
March 19, 2026)
| 1. | INTERPRETATION |
|---|---|
| 1.1 | In these Articles, unless (or save to the extent that) the context or subject-matter requires otherwise, the following words and expressions shall have the following meanings: |
| --- | --- |
| 1.1.1 | “address” in relation to an Electronic<br>Communication, means any number or address used for the purposes of such communication; |
| --- | --- |
| 1.1.2 | “AGM” means an annual general meeting of the Company; |
| --- | --- |
| 1.1.3 | “Articles” these articles of association, as the same may be amended from time to time; |
| --- | --- |
| 1.1.4 | “Auditors” the auditor, for the time being, of the Company (or, in the case of joint auditors, any one of them); |
| --- | --- |
| 1.1.5 | “Bankrupt” has the meaning ascribed to it in the Interpretation (Jersey) Law, 1954; |
| --- | --- |
| 1.1.6 | “Business Day” means a day (except a Saturday, Sunday or bank holiday) on which banks in Jersey, Channel Islands are open for the conduct of normal banking business; |
| --- | --- |
| 1.1.7 | “Clear Days” in relation to a period of Notice, means that period excluding the day when the Notice is given (or deemed to be given) and the day for which it is given (or on which it is to take effect); |
| --- | --- |
| 1.1.8 | “Companies Law” means the Companies (Jersey) Law 1991 and any subordinate legislation from time to time made thereunder, including any statutory modifications or re-enactments for the time being in force; |
| --- | --- |
1
| 1.1.9 | “Company” the company incorporated under the Companies Law in respect of which these Articles have been adopted and registered; |
|---|---|
| 1.1.10 | “Directors” means the directors of the Company for the time being; |
| --- | --- |
| 1.1.11 | “dividend” includes all forms of “distribution” permitted under Article 114 of the Companies Law; |
| --- | --- |
| 1.1.12 | “EGM” means an extraordinary general meeting of the Company; |
| --- | --- |
| 1.1.13 | “Electronic Communication” bears the meaning set out in the Electronic Law; |
| --- | --- |
| 1.1.14 | “Electronic Law” means the Electronic Communications (Jersey) Law 2000; |
| --- | --- |
| 1.1.15 | “Electronic Signature” bears the meaning set out in the Electronic Law; |
| --- | --- |
| 1.1.16 | “General Meeting” means an AGM or, as the case may be, an EGM; |
| --- | --- |
| 1.1.17 | “Group” means the Company and its subsidiary undertakings from time to time; |
| --- | --- |
| 1.1.18 | “Group Company” means any company in the Group; |
| --- | --- |
| 1.1.19 | “Member” means the subscribers to the Memorandum of Association of the Company and any other Person whose name is entered in the Register as the Holder of shares in the Company; |
| --- | --- |
| 1.1.20 | “Notice” means a notice in Writing unless otherwise specifically stated; |
| --- | --- |
| 1.1.21 | “Office” means the registered office of the Company from time to time, which shall be situated in Jersey, Channel Islands; |
| --- | --- |
| 1.1.22 | “Officer” includes a Secretary but otherwise has the meaning ascribed to it in the Companies Law; |
| --- | --- |
| 1.1.23 | “Ordinary Resolution” means a resolution of the Company passed by a simple majority of the votes cast, in person or by proxy, at a General Meeting by Shareholders who are entitled to do so; |
| --- | --- |
| 1.1.24 | “Ordinary Shares” means the ordinary shares of no par value in the capital of the Company, and having the rights and restrictions set out in these Articles; |
| --- | --- |
| 1.1.25 | “Paid-Up” means paid-up and / or credited as paid-up; |
| --- | --- |
| 1.1.26 | “Persons” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). |
| --- | --- |
| 1.1.27 | “Present” in relation to General Meetings and to meetings of the Shareholders of any class of shares includes present by attorney or by proxy or in the case of a corporate shareholder by representative; |
| --- | --- |
| 1.1.28 | “Prohibited Person” means a Person disqualified or otherwise ineligible by law to act as a director of a company incorporated in Jersey, Channel Islands; |
| --- | --- |
2
| 1.1.29 | “Register” means the register of Shareholders required to be kept pursuant to the Companies Law; |
|---|---|
| 1.1.30 | “Seal” means the common seal (if any) of the Company from time to time; |
| --- | --- |
| 1.1.31 | “Secretary” means any Person appointed from time to time to perform any of the duties of secretary of the Company (including an assistant or deputy secretary) and, in the event of two or more Persons being appointed as joint secretaries, any one or more of the Persons so appointed; |
| --- | --- |
| 1.1.32 | “Shareholder” (or “holder”) means, in respect of a share in the capital of the Company, the Person for the time being registered in the Register as the holder thereof; |
| --- | --- |
| 1.1.33 | “Signed” includes a signature, an Electronic Signature or a representation of a signature affixed by mechanical or any other means of signifying agreement permitted by law (including, without limitation, electronic) and, where a document is to be signed by a company, an association or a body of Persons, the word “Signed” shall be construed as including the signature of a duly authorised representative on its behalf as well as any other means by which it may lawfully execute the document; |
| --- | --- |
| 1.1.34 | “Special Resolution” bears the meaning set out in the Companies Law albeit that the specified majority for the purposes of Article 90(1A) shall be a majority of not less than sixty-seven percent (67%); |
| --- | --- |
| 1.1.35 | “Virtual Attendance” means the attendance at a meeting by Persons entitled to do so solely by means of participating in a communication in accordance with the Law where certain other Persons entitled to do so attend that meeting by being physically present together at a meeting place; |
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| 1.1.36 | “Virtual Meeting” means a meeting at which all Persons (being Persons entitled to participate in that meeting) participate in that meeting solely by means of participating in a communication in accordance with the Law; and |
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| 1.1.37 | in “Writing” includes written, printed, transmitted by facsimile or other electronic means including by email, any “click through” mechanism on the Company’s website) photographed (or represented by any other mode of representing or reproducing words in a visible form) or partly one and partly another of the foregoing. |
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| 1.2 | For the avoidance of doubt, terms defined within specific Articles shall bear the meanings defined therein in respect of the specified Article(s) (or, failing any delimitation to the application of such definitions, in respect of all of these Articles), unless (or save to the extent that) the context or subject-matter requires otherwise. |
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| 1.3 | Save as defined herein and unless (or save to the extent that) the context or subject-matter requires otherwise, words or expressions contained in these Articles (including, without limitation, “holding company”, “shares”, “securities” and “subsidiary”) shall bear the same meaning as in the Companies Law or the Interpretation (Jersey) Law 1954 (but EXCLUDING any statutory modifications thereof not in force when these Articles become binding on the Company). |
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| 1.4 | In these Articles, unless (or save to the extent that) the context or subject-matter requires otherwise: |
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| 1.4.1 | words and expressions which are cognate to those defined in Article 1.1 shall be construed accordingly; |
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| 1.4.2 | the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative; |
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| 1.4.3 | words importing the singular number only shall include the plural number (and vice- versa); |
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| 1.4.4 | words importing the masculine gender only shall be construed as including the feminine and neuter genders (and vice-versa); |
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| 1.4.5 | references to an Article, by number, are to the particular Article of these Articles; |
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| 1.4.6 | references to time of day are to the time in Jersey, Channel Islands unless otherwise stated; |
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| 1.4.7 | references to a pound or pounds (or £ or GBP) and to a penny or pence (or p) are references to the lawful currency for the time being of the United Kingdom; |
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| 1.4.8 | any provision which is expressed to bind more than one Person shall, save where inconsistent with the context, bind them jointly and each of them severally; |
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| 1.4.9 | references to a statute or statutory provision, if not inconsistent with the subject- matter or context, include that statute or provision as may be from time to time modified or re-enacted or consolidated (whether before or after the date of these Articles) and every subordinate regulation or order made thereunder (PROVIDED THAT nothing shall operate to increase the liability of any Person under these Articles beyond that which would have existed had this Article 1.4.9 been omitted); |
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| 1.4.10 | any reference to any Jersey legal term or concept (including for any action, remedy, method of judicial proceeding, document, legal status, statute court, official governmental authority or agency) shall, in respect of any jurisdiction other than Jersey, be interpreted to mean the nearest and most appropriate analogous term to the Jersey legal term in the legal language in that jurisdiction (as the context reasonably requires) so as to produce, as nearly as possible, the same effect in relation to that jurisdiction as would be the case in relation to Jersey; and |
| --- | --- |
| 1.4.11 | the headings within these Articles are inserted for convenience only and shall not affect the construction or interpretation of these Articles. |
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| 2. | SHARE CAPITAL |
| --- | --- |
| 2.1 | The share capital of the Company is as specified in the Memorandum of Association and the shares of the Company shall have the rights and shall be subject to the conditions contained in these Articles. |
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| 2.2 | Without prejudice to any special rights for the time being conferred on the holders of any shares or class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is hereinafter provided) any share or class of shares in the capital of the Company may be issued with such preferred, deferred or other special rights or such restrictions whether in regard to dividends, return of capital, voting or otherwise as the Company, acting by the directors, may determine. |
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| 2.3 | Subject to the provisions of the Companies Law, the Company may from time to time: |
|---|---|
| 2.3.1 | issue; or |
| --- | --- |
| 2.3.2 | convert any existing non-redeemable shares (whether issued or not) into, |
| --- | --- |
shares which are to be redeemed or are liable to be redeemed at the option of the Company or at the option of the holder thereof and on such terms and in such manner as may be determined by Special Resolution.
| 2.4 | Subject to the provisions of the Companies Law, the Company may purchase its own shares (including redeemable shares) including by the purchase of depositary certificates in respect of such shares and may hold such shares as treasury shares or cancel them. |
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| 2.5 | The Company may hold as treasury shares any of the equity shares it has redeemed or purchased in accordance with the Companies Law with the consent of an Ordinary Resolution. |
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| 2.6 | Subject to the provisions of these Articles, the unissued shares for the time being in the capital of the Company shall be at the disposal of the Directors who may allot, grant options over or otherwise dispose of them to such Persons at such times and generally on such terms and conditions as they think fit. Upon the first issuance of any new class of shares the Board shall specify in the particulars thereof the rights and conditions applying to such shares. |
| --- | --- |
| 2.7 | The Company may apply its shares or capital money either directly or indirectly in payment of a commission, discount, or allowance to a Person. Any such commission, discount or allowance may be satisfied by the payment of cash and / or by the allotment of fully or partly-paid shares or in any other way. |
| --- | --- |
| 2.8 | EXCEPT ONLY as the Articles otherwise provide or as is required by law, no Person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. |
| --- | --- |
| 2.8.1 | |
| --- | |
| 3. | STATED CAPITAL ACCOUNTS |
| --- | --- |
| 3.1 | The Company shall maintain a stated capital account in accordance with the Law for each class of issued share. A stated capital account may be expressed in any currency. |
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| 3.2 | Subject to the requirements of the Law, and except as provided in Article 3.3, there shall be transferred to the stated capital account for each class of share: |
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| 3.2.1 | the amount of cash received by the Company for the issue of shares of that class; |
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| 3.2.2 | the value, as determined by the Directors, of the “cause” received by the Company, otherwise than in cash, for the issue of shares of that class; and |
| --- | --- |
| 3.2.3 | every other amount which is from time to time required by the Law to be transferred to a stated capital account. |
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| 3.3 | Where the Law permits the Company to refrain from transferring any amount to a stated capital account, that amount need not be so transferred; but the Directors may if they think fit nevertheless cause all or any part of such amount to be transferred to the relevant stated capital account. |
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| 3.4 | The Company may by Special Resolution transfer an amount to a stated capital account of the Company from any other account of the Company. |
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| 3.5 | Where, for the purposes of Article 3.2.2, the Directors are to determine the value of any “cause” received by the Company they may rely on such indicator or indicators of value as appear to them to be reasonable and practicable in the circumstances. |
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| 4. | ALTERATION OF SHARE CAPITAL |
| --- | --- |
| 4.1 | The Company may by Special Resolution alter its share capital as stated in the Memorandum of Association in any manner permitted by the Companies Law. |
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| 4.2 | Any new shares created on an increase or other alteration of share capital shall be issued upon such terms and conditions as the Company may by Special Resolution determine. |
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| 4.3 | Any capital raised by the creation of new shares shall, unless otherwise provided by the conditions of issue of the new shares, be considered as part of the original capital and the new shares shall be subject to the provisions of these Articles with reference to the payment of calls, transfer and transmission of shares, lien or otherwise applicable to the existing shares in the Company. |
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| 4.4 | Subject to the provisions of the Companies Law, the Company may by Special Resolution reduce its capital accounts in any way. |
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| 5. | VARIATION OF RIGHTS |
| --- | --- |
| 5.1 | Whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, either whilst the Company is a going concern or during or in contemplation of a winding-up, with: |
| --- | --- |
| 5.1.1 | the sanction of a Special Resolution passed at a meeting of the relevant class of Shareholders; or |
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| 5.1.2 | with the consent in Writing of Shareholders holding in the aggregate, at the relevant date, not less than sixty-seven percent (67%) of the issued shares of the relevant class (excluding any such shares held in treasury). |
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| 5.2 | Save as otherwise provided in these Articles, all the provisions of these Articles and the Companies Law relating to General Meetings and to the proceedings thereat shall, mutatis mutandis, apply to every such separate class meeting (EXCEPT THAT the necessary quorum shall be two Persons holding or representing by proxy at least one-third in nominal amount of the issued shares of that class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall be a quorum)). |
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| 5.3 | The rights (including special rights) conferred upon the holders of any shares or class of shares issued with preferred, deferred or other special rights shall (unless otherwise expressly provided by the conditions of issue of such shares) be deemed not to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto. |
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| 6. | REGISTER OF SHAREHOLDERS |
| --- | --- |
| 6.1 | The Directors shall maintain (or cause to be maintained) a Register in the manner required by the Companies Law. The Register shall be kept at the Office or at such other place in Jersey, Channel Islands as the Directors from time to time determine. |
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| 6.2 | Subject to the provisions of the Companies Law, the Company may keep an overseas branch register in any country, territory or place. The board may make and vary such regulations as it may think fit in relation to the keeping of any such overseas branch register, including any regulations regarding the transfer of shares from such overseas branch register to the register, the transfer of shares from the register to such overseas branch register or the inspection of the overseas branch register. For so long as the shares of the Company are listed on a stock exchange in the United States, the Company shall maintain a US branch register. |
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| 7. | FORFEITURE OF SHARES |
| --- | --- |
| 7.1 | If a Shareholder fails to pay any call (or instalment of a call) on or before the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call (or instalment) remains unpaid, serve a Notice on him requiring payment of so much of the call (or instalment) as is unpaid, together with any interest which may have accrued and any costs, charges and expenses which may have been incurred by the Company by reason of such non-payment. |
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| 7.2 | The Notice shall name a further day (not earlier than the expiration of fourteen (14) Clear Days from the date of service of such Notice) on or before which the payment required by the Notice is to be made, and the place where payment is to be made, and shall state that in the event of non-payment at (or before) the time appointed, and at the place appointed, the shares in respect of which the call was made will be liable to be forfeited. |
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| 7.3 | If the requirements of any such Notice as aforesaid are not complied with any share in respect of which such Notice has been given may at any time thereafter before payment of all calls and interest due in respect thereof has been made be forfeited by a resolution of the Directors to that effect and such forfeiture shall include all dividends which shall have been declared on the forfeited shares and not actually paid before the forfeiture. |
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| 7.4 | When any share has been forfeited in accordance with these Articles, Notice of the forfeiture shall forthwith be given to the holder of the share or the Person entitled to the share by transmission as the case may be and an entry of such Notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the entry of the share but no forfeiture shall be invalidated in any manner by any omission or neglect to give such Notice or to make such entry as aforesaid. |
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| 7.5 | The Directors may, at any time after serving a Notice in accordance with Article 7.1, accept from the Shareholder concerned the surrender of such shares as are the subject of the Notice, without the need otherwise to comply with the provisions of Articles 7.1 to 7.4. Any such shares shall be surrendered immediately and irrevocably upon the Shareholder delivering to the Company the share certificate for the shares (if any be so issued) and such surrender shall also constitute a surrender of all dividends declared on the surrendered shares but not actually paid before the surrender. The Company shall, upon such surrender forthwith make an entry in the Register of the surrender of the share with the date thereof but no surrender shall be invalidated in any manner by any omission or neglect to make such entry as aforesaid. |
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| 7.6 | A forfeited or surrendered share shall become the property of the Company and may be sold, re- allotted or otherwise disposed of (either to the Person who was before forfeiture or surrender the holder thereof or entitled thereto or to any other Person) upon such terms and in such manner as the Directors think fit at any time before a sale, re-allotment or other disposition, the forfeiture or surrender may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited or surrendered share is to be transferred to any Person the Directors may authorise some Person to execute an instrument of transfer of the share to that Person. |
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| 7.7 | A Person whose shares have been forfeited or surrendered shall cease to be a Shareholder in respect of the forfeited or surrendered shares and shall (if he has not done so already) surrender to the Company for cancellation the certificate (if any be so issued) for the shares forfeited or surrendered. Notwithstanding the forfeiture or the surrender, such Person shall remain liable to pay to the Company all monies which at the date of forfeiture or surrender were presently payable by him in respect of those shares with interest thereon at the rate at which interest was payable before the forfeiture or surrender or at such rate as the Directors may reasonably determine from the date of forfeiture or surrender until payment, PROVIDED THAT the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. |
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| 7.8 | A declaration under oath by a Director or the Secretary (or by an Officer of a corporate Secretary) that a share has been duly forfeited or surrendered on a specified date shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the share. The declaration and the receipt of the Company for the consideration (if any) given for the share on the sale re-allotment or disposal thereof together with the certificate for the share delivered to a purchaser or allottee thereof shall (subject to the execution of an instrument of transfer) constitute good title to the share. The Person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any) nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in respect of the forfeiture, surrender, sale, re-allotment or disposal of the share. |
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| 8. | TRANSFER OF SHARES |
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| 8.1 | Save as otherwise permitted under the provisions of the Companies Law, all transfers of shares shall be affected using an instrument of transfer. |
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| 8.2 | The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods as the Directors may reasonably determine. |
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| 8.3 | Unless otherwise decided by the Directors in their sole discretion no fee shall be charged in respect of the registration of any instrument of transfer or other document relating to or affecting the title to any share. |
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| 8.4 | In respect of any allotment of any share the Directors shall have the same right to decline to approve the registration of any renouncee of any allottee as if the application to allot and the renunciation were a transfer of a share under these Articles. |
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| 8.5 | Notwithstanding any other provision of these Articles, in the case of any share which is the subject of any security agreement by or pursuant to which a security interest has been granted in respect of such share: |
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| 8.5.1 | the Company shall not have any lien on such share; |
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| 8.5.2 | no such share may be forfeited, pursuant to the provisions of Article 7 (Forfeiture of Shares) or otherwise; |
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| 8.5.3 | the Directors may not refuse and must recognise and immediately register the transfer of any such share where an instrument of transfer is lodged at the Office accompanied by the certificate (if any be so issued) for any such share to which it relates and a certificate by the Person to whom such security has been granted (or any successor or assignee of any such Person) that the instrument of transfer was executed pursuant to or in connection with such a security agreement; |
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| 8.5.4 | the registration of any such transfer of any such share may not be suspended; and |
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| 8.5.5 | no fee shall be charged or payable in respect of the registration of any instrument of transfer or other document relating to or affecting the title to any such share. |
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| 9. | TRANSMISSION OF SHARES |
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| 9.1 | In the case of the death of a Shareholder, the survivor (or survivors where the deceased was a joint holder) and the executors or administrators of the deceased where he was a sole or only surviving holder shall be the only Persons recognised by the Company as having any title to his interest in the shares, BUT NOTHING in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him. |
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| 9.2 | Any Person becoming entitled to a share in consequence of the death, bankruptcy or incapacity of a Shareholder shall, upon producing such evidence of his title as the Directors may require, have the right either to be registered in the Register himself as the holder of the share or to make such transfer thereof as the deceased, bankrupt or incapacitated Shareholder could have made (but, for the avoidance of doubt, the Directors shall, in either case, have the same right to refuse or suspend registration as they would have had in the case of a transfer of the share by the deceased, bankrupt or incapacitated Shareholder before his death, bankruptcy or incapacity). |
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| 9.3 | If the Person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a Notice Signed by him stating that he so elects. If he shall elect to have another Person registered, he shall testify his election by an instrument of transfer of the share in favour of that Person. All the limitations restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such Notice or instrument of transfer as aforesaid as if it were an instrument of transfer executed by the Shareholder and the death, bankruptcy or incapacity of the Shareholder had not occurred. |
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| 9.4 | A Person so becoming entitled to a share in consequence of the death, bankruptcy or incapacity of a Shareholder shall have the right to receive, and may give a discharge for, all dividends and other moneys payable (or other advantages due) on or in respect of the share, but he shall not be entitled to receive notice of, or to attend or vote at, meetings of the Company, or, save as aforesaid, to any of the rights or privileges of a Shareholder unless and until he shall be registered in the Register as a Shareholder in respect of the share. |
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| 10. | NOTICE OF GENERAL MEETINGS |
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| 10.1 | Notice of General Meetings shall be made: |
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| 10.1.1 | by giving it by electronic communication to an address for the time being notified to the Company by the Shareholder concerned for that purpose; and |
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| 10.1.2 | by making it available on the Company’s website and publishing a press release. |
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| 10.2 | At least fourteen Clear Days’ Notice shall be given of every AGM and of every EGM, including without limitation, every general meeting called for the passing of a Special Resolution. |
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| 10.3 | A meeting of the Company shall notwithstanding that it is called by shorter Notice than that specified in Article 10.2 be deemed to have been duly called if it is so agreed: |
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| 10.3.1 | in the case of an AGM by all the Members entitled to attend and vote thereat; and |
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| 10.3.2 | in the case of any other meeting by a majority in number of the Members having a right to attend and vote at the meeting being a majority together holding not less than the minimum percentage of voting rights prescribed by the Companies Law. |
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| 10.4 | Every Notice shall specify the day and the time of the meeting and the general nature of the business to be transacted and in the case of an AGM shall specify the meeting as such. The Notice shall also specify: |
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| 10.4.1 | in the case of a physical meeting, the meeting place of the meeting; |
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| 10.4.2 | in the case of a Virtual Meeting, the information required by Article 10.5; and |
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| 10.4.3 | in the case of a physical meeting at which Virtual Attendance is permitted, the information required by Article 10.5 in respect of such Virtual Attendance. |
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| 10.5 | The Notice of a General Meeting to be held as a Virtual Meeting, or of a General Meeting to be held as a physical meeting at which Virtual Attendance is permitted, shall specify in respect of attendance at such meeting by means of participating in a communication: |
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| 10.5.1 | the means of communication by participating in which Persons are able to attend such meeting; |
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| 10.5.2 | the manner in which such Persons may be required to authenticate their identity or eligibility so to attend such meeting; and |
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| 10.5.3 | any special provisions in connection with the exercise of votes by such Persons who so attend such meeting. |
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| 10.6 | Subject to the provisions of these Articles and to any restrictions imposed on any shares, Notice of every General Meeting shall be given to all the Members, to all Persons entitled to a share in consequence of the death, Bankruptcy or incapacity of a Member, to the Auditors (if any) and to every Director who has notified the Secretary in Writing of his/her desire to receive Notice of General Meetings. |
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| 10.7 | In every Notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him/her and that a proxy need not also be a Member. |
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| 10.8 | The accidental omission to give Notice of a meeting to or the non-receipt of Notice of a meeting by any Person entitled to receive Notice shall not invalidate the proceedings at that meeting. |
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| 11. | PARTICIPATION AT GENERAL MEETINGS |
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| 11.1 | A shareholder that wishes to participate in a General Meeting must notify the company, of its and any assistants, intention to attend the meeting, no later than the date stated in the notice of the meeting. Such a date may not be on a weekend or other public holiday in Jersey and the United States of America, and may not occur earlier than five week-days prior to the General Meeting. The number of assistants may not be more than two. |
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| 11.2 | No business shall be transacted at any General Meeting except the adjournment of the meeting unless a quorum of Members is Present at the time when the meeting proceeds to business. Such quorum shall consist of not less than two Members Present but so that not less than two individuals will constitute the quorum, provided that if at any time all of the issued shares in the Company with voting rights are held by one Member such quorum shall consist of that Member Present. |
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| 11.3 | The board of Directors may resolve to enable Persons entitled to attend a General Meeting to do so by participating in any means of communication (including communication by electronic means) by which in accordance with the Law such Persons are deemed to be Present at a meeting with the other Persons participating in such communication. The Members so Present at a Virtual Meeting or so attending (and thus Present) by way of Virtual Attendance shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid, if the chairperson of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that all Members Present are able to: |
| --- | --- |
| 11.3.1 | communicate with one another so that each Member participating in the communication can hear what is said by any other of them such that they are deemed in accordance with the Law to be Present at a meeting with the other Persons participating in such communication; and |
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| 11.3.2 | participate in the business for which the meeting has been convened, |
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and such a meeting shall be deemed to be a General Meeting of the Company for the purposes of these Articles notwithstanding any other provisions of these Articles and all of the provisions of these Articles and of the Law relating to General Meetings of the Company and to the proceedings thereat shall apply mutatis mutandis to every such meeting.
| 11.4 | In the case of a Virtual Meeting, the General Meeting shall be deemed to take place at the place at which the chairperson of the meeting is physically present. In the case of a physical meeting at which Virtual Attendance is permitted, the General Meeting shall be deemed to take place at the physical meeting place of that meeting (irrespective of whether the chairperson of the meeting is physically present at such physical meeting place, or is present by way of Virtual Attendance). |
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| 11.5 | If within half-an-hour from the time appointed for the meeting a quorum is not Present or if during the meeting a quorum ceases to be Present the meeting shall stand adjourned to the same day in the next week at the same time and (in the case of a physical meeting, whether or not Virtual Attendance is permitted) place or to such other time and (in the case of a physical meeting, whether or not Virtual Attendance is permitted) place as the Directors shall determine and if at such adjourned meeting a quorum is not Present within half-an-hour from the time appointed for the holding of the meeting those Members Present shall constitute a quorum. |
| --- | --- |
| 11.6 | The chairperson (if any) of the Directors shall preside as chairperson at every general meeting of the Company or if there is no such chairperson or if he/she shall not be present, whether physically present or by way of Virtual Attendance at a physical meeting where Virtual Attendance is permitted, or by participating in a Virtual Meeting, within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors so present shall select one of their number present to be chairperson of the meeting. |
| --- | --- |
| 11.7 | If at any meeting no Director is willing to act as chairperson or if no Director is present, whether physically present or by way of Virtual Attendance at a physical meeting where Virtual Attendance is permitted, or by participating in a Virtual Meeting, within fifteen minutes after the time appointed for holding the meeting, the Members Present shall choose one of their number so Present to be chairperson of the meeting. |
| --- | --- |
| 11.8 | The chairperson may with the consent of any meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and (in the case of a physical meeting, whether or not Virtual Attendance is permitted) from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, Notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any Notice of any adjourned meeting or of the business to be transacted at an adjourned meeting. |
| --- | --- |
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| 11.9 | At any general meeting a resolution put to the vote of the meeting shall be decided in the first instance on a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded. |
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| 11.10 | Subject to the provisions of the Companies Law, a poll may be demanded: |
| --- | --- |
| 11.10.1 | by the chairperson; |
| --- | --- |
| 11.10.2 | by at least two Members having the right to vote on the resolution; or |
| --- | --- |
| 11.10.3 | by a Member or Members representing not less than one tenth of the total voting rights of all the Members having the right to vote on the resolution. |
| --- | --- |
| 11.11 | Unless a poll is duly demanded, a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. |
| --- | --- |
| 11.12 | If a poll is duly demanded it shall be taken at such time and in such manner as the chairperson directs and the results of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
| --- | --- |
| 11.13 | In the event of an equality of votes at any general meeting the chairperson shall not be entitled to a second or casting vote. |
| --- | --- |
| 11.14 | A poll demanded on the election of the chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such day and at such time and place as the chairperson directs not being more than twenty-one days after the poll is demanded. |
| --- | --- |
| 11.15 | A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. |
| --- | --- |
| 12. | VOTES OF MEMBERS |
| --- | --- |
| 12.1 | Subject to any special rights restrictions or prohibitions as regards voting for the time being attached to any shares as may be specified in the terms of issue thereof or these Articles: |
| --- | --- |
| 12.1.1 | on a show of hands, every Member Present otherwise than by proxy shall have one vote; and |
| --- | --- |
| 12.1.2 | on a poll, every Member Present (including by proxy) shall have one vote for each share of which it is the Holder. |
| --- | --- |
| 12.2 | In the case of joint Holders of any share such Persons shall not have the right of voting individually in respect of such share but shall elect one of their number to represent them and to vote whether personally or by proxy in their name. In default of such election the Person whose name appears first in order in the Register in respect of such share shall be the only Person entitled to vote in respect thereof. |
| --- | --- |
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| 12.3 | A Member in respect of whom an order has been made by any court having jurisdiction (whether in Jersey or elsewhere) in matters concerning legal incapacity or interdiction may vote, whether on a show of hands or a poll, by his/her attorney, curator, receiver or other Person authorised in that behalf appointed by that court and any such attorney, curator, receiver or other Person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of such attorney, curator, receiver or other Person may be required by the Directors prior to any vote being exercised by such attorney, curator, receiver or other Person. |
|---|---|
| 12.4 | No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by it in respect of shares in the Company of which it is Holder or one of the joint Holders have been paid. |
| --- | --- |
| 12.5 | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the meeting whose decision shall be final and conclusive. |
| --- | --- |
| 12.6 | On a poll, a Member entitled to more than one vote need not, if it votes, use all its votes or cast all the votes it uses in the same way. |
| --- | --- |
| 12.7 | The Directors may at the expense of the Company send by post or otherwise to the Members instruments of proxy (with or without provision for their return prepaid) for use at any general meeting or at any separate meeting of the Holders of any class of shares of the Company either in blank or nominating in the alternative any one or more of the Directors or any other Persons. If for the purpose of any meeting invitations to appoint as proxy a Person or one or more of a number of Persons specified in the invitations are issued at the Company’s expense they shall be issued to all (and not to some only) of the Members entitled to be sent a Notice of the meeting and to vote thereat by proxy. |
| --- | --- |
| 12.8 | The instrument appointing a proxy shall be in Writing in any common form or as approved by the Directors and shall be under the hand of the appointor or of its attorney duly authorised in Writing or if the appointor is a corporation either under seal or under the hand of a duly authorised officer, attorney or other representative. A proxy need not be a Member. |
| --- | --- |
| 12.9 | The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is Signed shall: |
| --- | --- |
| 12.9.1 | be deposited at the Office or at such other place as is specified for that purpose by the Notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the Person named in the instrument proposes to vote; |
| --- | --- |
| 12.9.2 | in the case of a poll taken more than forty-eight hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for taking the poll; or |
| --- | --- |
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| 12.9.3 | where the poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairperson or the Secretary or to any Director. |
|---|---|
| 12.10 | In calculating the periods referred to in Articles 12.9.1, 12.9.2 and 12.9.3, no account shall be taken of any part of a day that is not a Business Day. |
| --- | --- |
| 12.11 | An instrument of proxy which is not deposited in the manner so required shall be valid only if it is approved by all the other Members who are Present at the meeting. |
| --- | --- |
| 12.12 | Unless the contrary is stated thereon the instrument appointing a proxy shall be as valid as well for any adjournment of the meeting as for the meeting to which it relates. |
| --- | --- |
| 12.13 | A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or incapacity of the principal or revocation of the proxy or of the authority under which the proxy was executed provided that no Notice in Writing of such death, incapacity or revocation shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which such vote is cast. |
| --- | --- |
| 13. | MATTERS FOR THE ANNUAL GENERAL MEETING |
| --- | --- |
| 13.1 | The AGM shall be held annually within six months after the end of the financial year. At the AGM, the following matters shall be considered: |
| --- | --- |
| 13.1.1 | Election of the chair of the meeting |
| --- | --- |
| 13.1.2 | Preparation and approval of the voting list |
| --- | --- |
| 13.1.3 | Election of one person to certify the minutes |
| --- | --- |
| 13.1.4 | Approval of agenda |
| --- | --- |
| 13.1.5 | Presentation of the annual report and auditor’s report and, if any, the group annual report and the group auditor’s report |
| --- | --- |
| 13.1.6 | Decision regarding: adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet, the profit and loss of the company in accordance with the adopted balance sheet, discharge from liability for the board of directors and the chief executive officer |
| --- | --- |
| 13.1.7 | Determining the fees for the board of directors and the auditor |
| --- | --- |
| 13.1.8 | Election of the board of directors and the auditor |
| --- | --- |
| 13.1.9 | Election of the chair of the board of directors |
| --- | --- |
| 13.1.10 | Any other matter which has been referred to the general meeting according to Companies (Jersey) Law 1991 or the articles of association. |
| --- | --- |
| 13.2 | The Board may also convene a general meeting other than an annual meeting whenever it thinks fit. |
| --- | --- |
| 13.3 | The board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, requiring any person attending a meeting to provide evidence of identity satisfactory to the board and arranging for such person to be searched and for items of personal property which may be taken into a meeting to be restricted. |
| --- | --- |
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| 14. | DIRECTORS |
|---|---|
| 14.1 | Subject to the provisions of the Companies Law, and save as may be amended by Ordinary Resolution, the minimum number of Directors shall be three and the maximum number of Directors shall be ten. |
| --- | --- |
| 14.2 | A Director need not be a Shareholder but provided he has notified the Secretary in Writing of his desire to receive Notice of General Meetings in accordance with Article 10.6 he shall be entitled to receive Notice of any General Meeting. Whether or not a Director is entitled to receive such Notice, he may nevertheless attend and speak at any such meeting. |
| --- | --- |
| 15. | POWERS OF DIRECTORS |
| --- | --- |
The business of the Company shall be managed by the Directors who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company, SAVE FOR any matters which are by the Companies Law or these Articles required to be exercised by the Company in General Meeting..
| 15.1 | The Directors’ powers shall be subject to the provisions of these Articles, to the provisions of the Companies Law and to such regulations (being not inconsistent with the aforesaid regulations or provisions) as may be prescribed by the Company in General Meeting but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made. |
|---|---|
| 15.2 | The Directors may by power of attorney, mandate or otherwise appoint any Person to be the agent of the Company for such purposes and on such conditions as they determine including authority for the agent to delegate all or any of his powers. |
| --- | --- |
| 15.3 | Where a Director, other officer of the Company or any Person duly authorised to act on behalf of the Company, is required or permitted to execute a document or notice on behalf of the Company (pursuant to these Articles or otherwise), he shall be permitted to execute such document or notice on behalf of the Company by using an Electronic Signature. |
| --- | --- |
| 16. | DELEGATION OF DIRECTORS’ POWERS |
| --- | --- |
| 16.1 | The Directors may delegate any of their powers to committees consisting of such Director or Directors and / or such other Person or Persons as they think fit. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to such Director or Directors and / or other Person or Persons as such committee thinks fit (whether or not such Director(s) or other Person(s) act as a committee) all or any of the powers delegated and may be made subject to such conditions as the Directors may specify, and may be revoked or altered. |
| --- | --- |
| 16.2 | The meetings and proceedings of any such committee consisting of two or more Persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under this Article. |
| --- | --- |
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| 17. | APPOINTMENT OF DIRECTORS |
|---|---|
| 17.1 | Where these Articles are adopted by the Company either upon incorporation or for any other reason prior to the appointment of the first Directors, the first Directors of the Company shall be appointed in Writing by the subscribers to the Memorandum of Association or by a majority of them. Any Director so appointed, and any Director duly holding office prior to the adoption of these Articles, shall continue to hold office until he resigns or is disqualified or removed in accordance with the provisions hereof. |
| --- | --- |
| 17.2 | The Shareholders shall have power at any time (and from time to time) to appoint any Person (other than one disqualified or ineligible by law to act as a director of a company) to be a Director either to fill a casual vacancy or as an addition to the existing Directors, PROVIDED THAT the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. Any Director so appointed shall hold office until he resigns or retires or is disqualified or removed in accordance with the provisions of these Articles. |
| --- | --- |
| 17.3 | The Company may by Ordinary Resolution: |
| --- | --- |
| 17.3.1 | appoint any Person (not being a Prohibited Person) as a Director; and |
| --- | --- |
| 17.3.2 | remove any Director from office. |
| --- | --- |
| 17.4 | The Company shall keep or cause to be kept a register of particulars with regard to its Directors in the manner required by the Companies Law. |
| --- | --- |
| 18. | RESIGNATION, DISQUALIFICATION & REMOVAL OF DIRECTORS |
| --- | --- |
| 18.1 | The office of a Director shall be vacated if the Director: |
| --- | --- |
| 18.1.1 | resigns his office by Notice to the Company; |
| --- | --- |
| 18.1.2 | retires; |
| --- | --- |
| 18.1.3 | ceases to be a Director by virtue of any provision of the Companies Law or he becomes prohibited or disqualified by law from being a Director; |
| --- | --- |
| 18.1.4 | becomes Bankrupt or makes any arrangement or composition with his creditors generally; |
| --- | --- |
| 18.1.5 | becomes of unsound mind; or |
| --- | --- |
| 18.1.6 | is removed from office by Ordinary Resolution passed pursuant to Article 17.3.2. |
| --- | --- |
| 19. | REMUNERATION & EXPENSES OF DIRECTORS |
| --- | --- |
| 19.1 | The Directors shall be entitled to such remuneration as the Company may by Ordinary Resolution determine. |
| --- | --- |
| 19.2 | The Directors shall be paid out of the funds of the Company their travelling hotel and other expenses properly and necessarily incurred by them in connection with their attendance at meetings of the Directors or Shareholders or otherwise in connection with the discharge of their duties. |
| --- | --- |
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| 20. | EXECUTIVE DIRECTORS |
|---|---|
| 20.1 | The Directors may from time to time appoint one of their number to the office of managing director or to any other executive office under the Company on such terms and for such periods as they may determine. |
| --- | --- |
| 20.2 | The appointment of any Director to any executive office shall be subject to termination if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company. |
| --- | --- |
| 20.3 | The Directors may entrust to and confer upon a Director holding any executive office any of the powers exercisable by the Directors upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke withdraw alter or vary all or any of such powers. |
| --- | --- |
| 21. | DIRECTORS’ INTERESTS |
| --- | --- |
| 21.1 | A Director who has, directly or indirectly, an interest in a transaction entered into or proposed to be entered into by the Company or by a subsidiary of the Company which to a material extent conflicts or may conflict with the interests of the Company and of which he is aware, shall disclose to the Company the nature and extent of his interest. |
| --- | --- |
| 21.2 | For the purposes of Article 21.1: |
| --- | --- |
| 21.2.1 | the disclosure shall be made at the first meeting of the Directors at which the transaction is considered after the Director concerned becomes aware of the circumstances giving rise to his duty to make it or, if for any reason he fails to do so at such meeting, as soon as practical after the meeting, by Notice in Writing delivered to the Secretary; |
| --- | --- |
| 21.2.2 | the Secretary, where the disclosure is made to him shall inform the Directors that it has been made and shall in any event table the Notice of the disclosure at the next meeting after it is made; |
| --- | --- |
| 21.2.3 | a disclosure to the Company by a Director in accordance with Article 21.1 that he is to be regarded as interested in a transaction with a specified Person is sufficient disclosure of his interest in any such transaction entered into after the disclosure is made; and |
| --- | --- |
| 21.2.4 | any disclosure made at a meeting of the Directors shall be recorded in the minutes of the meeting. |
| --- | --- |
| 21.3 | Subject to the provisions of the Companies Law, a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to tenure of office, remuneration and otherwise as the Directors may determine. |
| --- | --- |
| 21.4 | Subject to the provisions of the Companies Law, and PROVIDED THAT he has disclosed to the Company the nature and extent of any of his material interests in accordance with Article 21.1, a Director notwithstanding his office: |
| --- | --- |
| 21.4.1 | may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; |
| --- | --- |
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| 21.4.2 | may be a director or other officer of or employed by or a party to any transaction or arrangement with or otherwise interested in any body corporate promoted by the Company or in which the Company is otherwise interested; |
|---|---|
| 21.4.3 | shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and |
| --- | --- |
| 21.4.4 | may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. |
| --- | --- |
| 22. | PROCEEDINGS OF DIRECTORS |
| --- | --- |
| 22.1 | The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. |
| --- | --- |
| 22.2 | A Director may at any time, and the Secretary at the request of a Director shall, summon a meeting of the Directors by giving to each Director not less than twenty- four (24) hours’ notice of the meeting PROVIDED THAT any meeting may be convened at shorter notice and in such manner as each Director shall approve (including by word of mouth or by Electronic Communication to an address given by the Director to the Company for this purpose or to his last known address or any other address given by him to the Company for this purpose) and PROVIDED FURTHER THAT unless otherwise resolved by the Directors notices of Directors’ meetings need not be in Writing. A Director may waive the requirement that notice be given to him of a meeting of the Board, either prospectively or retrospectively. |
| --- | --- |
| 22.3 | Questions arising at any meeting shall be determined by a majority of votes. |
| --- | --- |
| 22.4 | In the case of an equality of votes the chair shall not have a second or casting vote. |
| --- | --- |
| 22.5 | A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be three. |
| --- | --- |
| 22.6 | A Director notwithstanding his interest may be counted in the quorum present at any meeting at which any contract or arrangement in which he is interested is considered and, provided he has made the disclosure required by Article 21.1, he may vote in respect of any such contract or arrangement except those concerning his own terms of appointment. |
| --- | --- |
| 22.7 | If a Director is by any means in communication with one or more other Directors so that each Director participating in the communication can hear what is said by any other of them each Director so participating in the communication is deemed to be present at a meeting with the other Directors so participating notwithstanding that all the Directors so participating are not present together in the same place. A meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, at the place from where the chair of the meeting participates. |
| --- | --- |
19
| 22.8 | The continuing Directors or Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum or becomes less than the number required by the Companies Law the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting. If there are no Directors or no Director is able or willing to act then any Shareholder or the Secretary may summon a General Meeting for the purpose of appointing Directors. |
|---|---|
| 22.9 | Subject to the provisions of Article 13.1.9, the Directors may from time to time elect from their number, and remove, a chair and / or deputy chair and / or vice-chair of the board of Directors and determine the period for which they are to hold office. |
| --- | --- |
| 22.10 | The chair, or in his absence the deputy chair, or in his absence the vice-chair, shall preside at all meetings of the Directors but if no such chair, deputy chair or vice-chair be elected or if at any meeting the chair, deputy chair or vice-chair is not present within five (5) minutes after the time appointed for holding the meeting or he is unwilling to act as chair of the meeting, the Directors present may choose one of their number to be the chair of the meeting. |
| --- | --- |
| 22.11 | A resolution in Writing Signed by a majority in number of the Directors entitled to receive Notice of a meeting of Directors or of a committee of Directors shall be valid and effectual as if it had been passed at a meeting of the Directors or of a committee of Directors duly convened and held and may consist of several documents in like form each Signed by one or more Directors. |
| --- | --- |
| 22.12 | Notwithstanding anything to the contrary within these Articles, meetings of the Board shall be held at such locations and in such manner, and resolutions of the Directors passed in writing shall be signed, so as to cause the Company to: |
| --- | --- |
| 22.12.1 | be resident for taxation purposes in Jersey; and |
| --- | --- |
| 22.12.2 | comply with the Taxation (Companies – Economic Substance) (Jersey) Law 2019. |
| --- | --- |
| 22.13 | All acts done bona fide by any meeting of Directors or of a committee appointed by the Directors or by any Person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or committee or Person acting as aforesaid, or that they (or any of them) were disqualified, or had vacated office, or were not entitled to vote, be as valid as if every such Person had been duly appointed, was qualified, had continued to be a Director or a member of a committee appointed by the Directors and had been entitled to vote. |
| --- | --- |
| 23. | MINUTE BOOK |
| --- | --- |
| 23.1 | The Directors shall cause to be entered in books kept for the purpose: |
| --- | --- |
| 23.1.1 | the minutes of all proceedings at General Meetings, class meetings, Directors’ meetings and meetings of committees appointed by the Directors (such minutes to include the names of the Persons present thereat and the location, date and time of the meeting concerned); |
| --- | --- |
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| 23.1.2 | all resolutions in Writing passed in accordance with these Articles; |
|---|---|
| 23.1.3 | all such other records as are from time to time required by the Companies Law or, in the opinion of the Directors, by good practice to be minuted or retained in the books of the Company. |
| --- | --- |
| 23.2 | Any minutes of a meeting if purporting to be Signed by the chair of the meeting at which the proceedings were had or by the chair of the next succeeding meeting shall be conclusive evidence of the proceedings. |
| --- | --- |
| 24. | SECRETARY |
| --- | --- |
| 24.1 | Subject to the provisions of the Companies Law, the Directors: |
| --- | --- |
| 24.1.1 | shall appoint a Secretary; and |
| --- | --- |
| 24.1.2 | may appoint one or more assistant and / or deputy secretaries; |
| --- | --- |
in each case for such term, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by the Directors.
| 24.2 | Anything required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any assistant or deputy secretary, or if there is no assistant or deputy secretary capable of acting, by or to any Person authorised generally or specifically in that behalf by the Directors PROVIDED THAT any provisions of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by it being done by or to the same Person acting both as Director and as, or in the place of, the Secretary. |
|---|---|
| 24.3 | The Company shall keep or cause to be kept at the Office a register of particulars with regard to its Secretary in the manner required by the Companies Law. |
| --- | --- |
| 25. | THE SEAL |
| --- | --- |
| 25.1 | The Directors may determine that the Company shall have a Seal. Subject to the Companies Law, if the Company has a Seal the Directors may determine that it shall also have an official seal for use in (and which shall bear the name of) any country, territory or place outside of Jersey, Channel Islands and an official seal for sealing securities issued by the Company or for sealing documents creating or evidencing securities so issued. |
| --- | --- |
| 25.2 | The Directors shall provide for the safe custody of all seals and no seal shall be used except by the authority of a resolution of the Directors or of a committee of the Directors authorised in that behalf by the Directors. |
| --- | --- |
| 25.3 | The Directors may from time to time make such regulations as they think fit the Persons and the number of such Persons in whose presence the Seal shall be used and, until otherwise so determined, the Seal shall be affixed in the presence of two Directors, of one Director and the Secretary or of one Director and some other Person duly authorised by the Board. |
| --- | --- |
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| 25.4 | The Company may authorise an agent appointed for the purpose to affix any seal of the Company to a document to which the Company is a party. |
|---|---|
| 26. | AUTHENTICATION OF DOCUMENTS |
| --- | --- |
| 26.1 | Any Director or the Secretary or any Person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company (including the Memorandum of Association and these Articles), any resolutions passed by the Company or the Directors and any books, records, documents and accounts relating to the business of the Company and to certify copies thereof or extracts therefrom as true copies or extracts. |
| --- | --- |
| 26.2 | Where any books, records, documents or accounts of the Company are situated elsewhere than at the Office the local manager or other Officer or the company having the custody thereof shall be deemed to be a Person appointed by the Directors for the purposes set out in Article 26.1. |
| --- | --- |
| 27. | DIVIDENDS |
| --- | --- |
| 27.1 | Subject to the provisions of the Companies Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Shareholders but no dividend shall exceed the amount recommended by the Directors. |
| --- | --- |
| 27.2 | Subject to the provisions of the Companies Law, the Directors may if they think fit from time to time pay to Shareholders eligible to receive dividends on their shares such interim dividends as appear to be justified by the profits of the Company. |
| --- | --- |
| 27.3 | If at any time the share capital of the Company is divided into different classes the Directors may pay such interim dividends in respect of those shares which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend. |
| --- | --- |
| 27.4 | Subject to the provisions of the Companies Law, the Directors may also pay half-yearly, or at other suitable intervals to be settled by them, any dividend which may be payable at a fixed rate. |
| --- | --- |
| 27.5 | Provided the Directors act bona fide they shall not incur any personal liability to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights. |
| --- | --- |
| 27.6 | Subject to any particular rights or limitations as to dividend for the time being attached to any shares as may be specified in these Articles or upon which such shares may be issued, all dividends shall be declared apportioned and paid pro-rata according to the amounts Paid-Up on the shares on which the dividend is paid (otherwise than in advance of calls) PROVIDED THAT if any share is issued on terms providing that it shall rank for dividend as if Paid-Up (in whole or in part) or as from a particular date (either past or future) such share shall rank for dividend accordingly. |
| --- | --- |
| 27.7 | Subject to the rights of Persons, if any, entitled to shares with special rights as to dividend(s), all dividends shall be declared and paid according to the amount paid-up on the shares in respect whereof the dividend is paid (but no amount paid-up on a share in advance of calls shall be treated for the purposes of this Article as paid-up on the share) PROVIDED THAT if any share is issued on terms providing that it shall rank for dividend as from or after a particular date, such share shall rank for dividend accordingly. |
| --- | --- |
22
| 27.8 | The Directors may, before recommending any dividend, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which such sums may be properly applied and, pending such application, may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit. |
|---|---|
| 27.9 | The Directors may carry forward to the account of the succeeding year (or years) any balance which they do not think fit either to dividend or to place to reserve. |
| --- | --- |
| 27.10 | A General Meeting declaring a dividend may, upon the recommendation of the Directors, direct that payment of such dividend shall be satisfied, wholly or in part, by the distribution of specific assets and, in particular, of Paid-Up shares or debentures of any other company and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may: |
| --- | --- |
| 27.10.1 | issue certificates representing part of a shareholding and may fix the value for distribution of such specific assets or any part thereof; |
| --- | --- |
| 27.10.2 | determine that cash payment shall be made to any Shareholders on the basis of the value so fixed in order to adjust the rights of Shareholders; |
| --- | --- |
| 27.10.3 | vest any specific assets in trustees upon trust for the Persons entitled to the dividend as may seem expedient to the Directors; and |
| --- | --- |
| 27.10.4 | generally make such arrangements for the allotment, acceptance and sale of such specific assets or certificates representing part of a shareholding or otherwise as they think fit. |
| --- | --- |
| 27.11 | Any resolution declaring a dividend on the shares of any class whether a resolution of the Company in General Meeting or a resolution of the Directors or any resolution of the Directors for the payment of a fixed dividend on a date prescribed for the payment thereof may specify that the same shall be payable to the Persons registered as the holders of shares of the class concerned at the close of business on a particular date notwithstanding that it may be a date prior to that on which the resolution is passed (or as the case may be that prescribed for payment of a fixed dividend) and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any shares of the relevant class. |
| --- | --- |
| 27.12 | The Directors may deduct from any dividend or other monies payable to any Shareholder on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. |
| --- | --- |
| 27.13 | Any dividend or other monies payable in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Shareholder or Person entitled thereto and in the case of joint holders to any one of such joint holders or to such Person and to such address as the holder or joint holders may in Writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent or to such other Person as the holder or joint holders may in Writing direct and payment of the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the Person entitled to the money represented thereby. |
| --- | --- |
23
| 27.14 | All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall bear interest as against the Company. |
|---|---|
| 27.15 | Any dividend which has remained unclaimed for a period of ten (10) years from the date of declaration thereof shall if the Directors so resolve be forfeited and cease to remain owing by the Company and shall thenceforth belong to the Company absolutely. |
| --- | --- |
| 28. | ACCOUNTS & AUDIT |
| --- | --- |
| 28.1 | The Company shall keep accounting records which are sufficient to show and explain the Company’s transactions and are such as to: |
| --- | --- |
| 28.1.1 | disclose with reasonable accuracy at any time the financial position of the Company at that time; and |
| --- | --- |
| 28.1.2 | enable the Directors to ensure that any accounts prepared by the Company comply with requirements of the Companies Law. |
| --- | --- |
| 28.2 | The Directors shall prepare accounts of the Company made up to such date in each year as the Directors shall from time to time determine in accordance with and subject to the provisions of the Companies Law. |
| --- | --- |
| 28.3 | The Directors shall deliver to the Registrar of Companies a copy of the accounts of the Company Signed on behalf of the Directors by one of them together with a copy of the report thereon by the Auditors in accordance with the Companies Law. |
| --- | --- |
| 28.4 | The Company by Ordinary Resolution shall appoint Auditors for any period or periods to examine the accounts of the Company and to report thereon in accordance with the Companies Law. |
| --- | --- |
| 29. | NOTICES |
| --- | --- |
| 29.1 | In the case of joint holders of a share all Notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding and Notice so given shall be sufficient Notice to all the joint holders. |
| --- | --- |
| 29.2 | A Notice or other document may be given to a Shareholder by the Company: |
| --- | --- |
| 29.2.1 | personally, through delivery by hand; |
| --- | --- |
| 29.2.2 | by sending it by post in a pre-paid envelope (which may, in the discretion of the Company, also be sent by registered mail) addressed to the Shareholder concerned at the address for the time being entered in the Register in respect of such Shareholder; |
| --- | --- |
| 29.2.3 | by leaving it at the address for the time being entered in the Register in respect of the Shareholder concerned (or at another address notified for the purpose) in an envelope addressed to such Shareholder; |
| --- | --- |
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| 29.2.4 | by giving it by electronic communication to an address for the time being notified to the Company by the Shareholder concerned for that purpose; |
|---|---|
| 29.2.5 | by making it available on the Company’s website and publishing a press release; or |
| --- | --- |
| 29.2.6 | by any other means authorised in writing by the Shareholder concerned. |
| --- | --- |
| 29.3 | A Notice or other document may be given to the Company by a Shareholder: |
| --- | --- |
| 29.3.1 | by sending it by post in a pre-paid envelope (which may, in the discretion of the Shareholder concerned, also be sent by registered mail) addressed to the Company at the Office; |
| --- | --- |
| 29.3.2 | by leaving it at the Office in an envelope addressed to the Company; |
| --- | --- |
| 29.3.3 | by giving it by electronic communication to an address for the time being notified to all Shareholders by the Company for that purpose; or |
| --- | --- |
| 29.3.4 | by any other means, from time to time, authorised by the Company and notified to all Shareholders for such purpose by the Company. |
| --- | --- |
| 29.4 | A Notice or other document delivered by hand to a Shareholder shall have effect from its actual receipt. |
| --- | --- |
| 29.5 | A Notice or other document addressed to the Company or to a Shareholder at their registered address or other address for service in Jersey is, if sent by post, deemed to be given to such Person at the expiration of: |
| --- | --- |
| 29.5.1 | twenty-four (24) hours after it was sent pre-paid as first-class post; |
| --- | --- |
| 29.5.2 | forty-eight (48) hours after it was sent pre-paid as second-class post; or |
| --- | --- |
| 29.5.3 | seventy-two (72) hours after it was sent by registered mail; |
| --- | --- |
and, in proving service, it is sufficient to prove that the envelope containing the Notice or document was properly addressed, pre-paid and posted.
| 29.6 | A Notice or other document not sent by post but left at a registered address or address for service in Jersey is deemed to be given on the day (and at the time) it is so left. |
|---|---|
| 29.7 | Where a Notice or other document is sent by an Electronic Communication in accordance with this Article 29, it shall be deemed to be given at the time it was sent PROVIDED THAT no electronic notice of failed delivery is received promptly after the same is sent. In respect of a notice given by Electronic Communication under this Article 29.7, in the event that the Company (or the sender on its behalf) promptly thereafter receives electronic notice of failed delivery, the Company (or, as the case may, the sender on its behalf) shall make two further attempts on the same day to send the notice by Electronic Communication. If notice of failed delivery is similarly received in respect of both subsequent attempts, the Company shall, within two (2) Business Days, dispatch to the Shareholder concerned (by first-class post) the same notice, which shall be deemed to be effective as of the date on which the first attempt was made to send the notice by Electronic Communication to the address provided for such purpose by the Shareholder concerned. |
| --- | --- |
25
| 29.8 | A Notice or other document served or delivered by the Company by any other means authorised in writing by the Shareholder concerned is deemed to be served when the Company has taken the action it has been authorised by the Shareholder to take for that purpose. |
|---|---|
| 29.9 | Any Shareholder Present, either personally (or by its authorised representative in the case of a corporation) or by proxy, at any General Meeting shall, for all purposes, be deemed to have received due Notice of such meeting (and, where requisite, of the purposes for which such meeting was convened). |
| --- | --- |
| 29.10 | A Notice may be given by the Company to the Persons entitled to a share in consequence of the death, bankruptcy or incapacity of a Shareholder by sending or delivering it in any manner authorised by these Articles for the giving of Notice to a Shareholder addressed to them by name or by the title of representatives of the deceased or trustee of the Bankrupt or curator of the Shareholder or by any like description at the address if any supplied for that purpose by the Persons claiming to be so entitled. Until such an address has been supplied a Notice may be given in any manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. If more than one Person would be entitled to receive a Notice in consequence of the death, bankruptcy or incapacity of a Shareholder Notice given to any one of such Persons shall be sufficient Notice to all such Persons. |
| --- | --- |
| 29.11 | Notwithstanding anything to the contrary within these Articles: |
| --- | --- |
| 29.11.1 | of the provisions of these Articles any Notice to be given by the Company to a Director may be given in any manner agreed in advance by such Director; and |
| --- | --- |
| 29.11.2 | if deemed receipt of a Notice or other document to be given to or by a Person pursuant to these Articles would occur on a day which is not a Business Day, deemed receipt shall be at 9am on the next Business Day. |
| --- | --- |
| 30. | INDEMNITY |
| --- | --- |
| 30.1 | In so far as the Companies Law allows, every present or former Officer of the Company shall be indemnified out of the assets of the Company against any loss or liability incurred by him by reason of being or having been such an Officer. |
| --- | --- |
| 30.2 | The Directors may without sanction of the Company in General Meeting authorise the purchase or maintenance by the Company for any Officer or former Officer of the Company of any such insurance as is permitted by the Companies Law in respect of any liability which would otherwise attach to such Officer or former Officer. |
| --- | --- |
| 31. | EXCLUSIVE FORUM |
| --- | --- |
| 31.1 | The federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, amended, including all causes of action asserted against any defendant to such complaint. |
| --- | --- |
| 31.2 | Any Person purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to this Article 31 This Article 31 is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that Person and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions of this Article 31 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. |
| --- | --- |
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| 31.3 | If any provision or provisions of this Article 31 shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 31 (including, without limitation, each portion of any paragraph of this Article 31 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby. |
|---|---|
| 32. | WINDING UP |
| --- | --- |
| 32.1 | Subject to any particular rights or limitations for the time being attached to any shares as may be specified in these Articles or upon which such shares may be issued if the Company is wound up, the assets available for distribution among the Members shall be apportioned and distributed pro rata according to the number of shares in issue. |
| --- | --- |
| 32.2 | If the Company is wound up, the Company may with the sanction of a Special Resolution and any other sanction required by the Companies Law divide the whole or any part of the assets of the Company among the Members in specie and the liquidator or where there is no liquidator the Directors may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members and with the like sanction vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator or the Directors (as the case may be) with the like sanction determine but no Member shall be compelled to accept any assets upon which there is a liability. |
| --- | --- |
| 33. | FIXING RECORD DATE |
| --- | --- |
| 33.1 | For the purpose of determining Members entitled to Notice of or to vote at any meeting of Members or any adjournment thereof or in order to make a determination of Members for any other proper purpose including, without limitation, for any dividend, distribution, allotment or issue, the Directors may fix a date as the record date for any such determination of Members. |
| --- | --- |
| 33.2 | A record date for any dividend, distribution, allotment or issue may be on or at any time before any date on which such dividend, distribution, allotment or issue is paid or made and on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared. |
| --- | --- |
| 33.3 | If no record date is fixed for the determination of Members entitled to Notice of or to vote at a meeting of Members, the date on which Notice of the meeting is sent shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting has been made in the manner provided in this Article such determination shall apply to any adjournment thereof. |
| --- | --- |
27
| 34. | AUTHORISATION OF SHARE TRANSFERS TO BENEFICIAL OWNERS |
|---|---|
| 34.1 | In this Article 34, the “Scheme” means the scheme of arrangement dated February 18, 2026 under Article 125 of the Law between CoinShares International Limited and the Scheme Shareholders, in its original form or with or subject to any modification, addition or condition proposed by CoinShares International Limited and approved or imposed by the Royal Court of Jersey and (save as defined in this Article 34) expressions defined in the Scheme shall have the same meanings in this Article 34. |
| --- | --- |
| 34.2 | Notwithstanding any other provision of these Articles, subject to the Scheme becoming Effective, if pursuant to the Scheme any shares are to be allotted, issued, transferred out of treasury or transferred to Euroclear Sweden AB (“Euroclear”) at or after the Scheme Record Time (each a “Post-Scheme Share”), they will be issued or transferred on terms that they shall (on the Effective Date or, if later, on the issue or transfer) be immediately transferred to such person as Euroclear may direct (being in all cases the beneficial owner of the relevant Scheme Shares or their nominee) (the “New Member”), who shall be obliged to acquire each Post-Scheme Share subject to the terms of the Scheme. The Ordinary Shares issued or transferred pursuant to this Article 34.2 to the New Member will be credited as fully paid and will rank equally in all respects with all Ordinary Shares in issue at the time and be subject to the articles of association of the Company. |
| --- | --- |
| 34.3 | Notwithstanding any other provision of these Articles, if the Company allots or issues any Ordinary Shares or transfers any Ordinary Shares out of treasury to any person pursuant to the terms of the Scheme, to give effect to any transfer required by Article 34.2, the Company may appoint any person as attorney and/or agent for Euroclear to transfer the Post-Scheme Shares to the New Member and/or their nominee(s) and do all such other things and execute and deliver all such documents or deeds as may in the opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the New Member or their nominee(s) and pending such vesting, to exercise all such rights attaching to the Post-Scheme Shares as the New Members may direct. |
| --- | --- |
| 34.4 | The attorney or agent shall be empowered to execute and deliver as transferor a form or instrument of transfer or instructions of transfer on behalf of Euroclear in favour of the New Members and the Company may give a good receipt for the consideration of the Post-Scheme Shares and may register each New Member or their nominee as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. |
| --- | --- |
| 34.5 | If the Scheme shall not have become Effective by the applicable date referred to in (or otherwise set in accordance with) the Scheme, this Article 34 shall cease to be of any effect. |
| --- | --- |
| 35. | NON-APPLICATION OF STANDARD TABLE |
| --- | --- |
| 35.1 | The regulations constituting the Standard Table from time to time prescribed pursuant to the Companies Law shall not apply to the Company and are hereby expressly excluded in their entirety. |
| --- | --- |
28
Exhibit 2.2
Execution Version
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENTAGREEMENT
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of March 31, 2026, by and among Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“SPAC”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey (“Holdco”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Continental”), as former warrant agent, and Computershare Inc., a Delaware corporation, (“Computershare”) and Computershare Trust Company, N.A., a federally chartered trust company and an affiliate of Computershare (“Computershare Trust”, and together with Computershare , collectively upon effectiveness of appointment, the “Warrant Agent” per Section 3, below. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
WHEREAS, SPAC completed its initial public offering (the “SPAC IPO”) pursuant to which it issued an aggregate of 22,000,000 units, each unit comprised of one Class A ordinary share of SPAC, par value $0.0001 per share (“SPAC Shares”) and one-half of one warrant (“SPAC Public Warrants”), each whole SPAC Public Warrant entitling the holder thereof to purchase one SPAC Share at an initial exercise price of $11.50 per share, subject to adjustment;
WHEREAS, concurrently with the closing of the SPAC IPO, SPAC issued an aggregate of 5,500,000 private placement warrants to the Sponsor (“SPAC Private Warrants” and, together with the SPAC Public Warrants, the “SPAC Warrants”), which such SPAC Private Warrants will be cancelled for no consideration in connection with the Business Combination (as defined below);
WHEREAS, SPAC and Continental entered into a warrant agreement, dated as of September 5, 2024, governing the terms of the SPAC Warrants (the “Warrant Agreement”);
WHEREAS, On September 8, 2025, SPAC, CoinShares International Limited, a public company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands, Holdco and Odysseus (Cayman) Limited, a Cayman Islands exempted company, entered into a business combination agreement (the “Business Combination Agreement” and, the transactions contemplated by the Business Combination Agreement, the “Business Combination” (which transactions will constitute the initial “Business Combination” of SPAC for purposes of the Warrant Agreement);
WHEREAS, pursuant to the Business Combination Agreement, each outstanding SPAC Share will be converted into and exchanged for the right to receive one no par value ordinary share of Holdco (the “Holdco Shares”);
WHEREAS, pursuant to 3.01(i) of the Business Combination Agreement and Section 4.4 of the Warrant Agreement, at the SPAC Effective Time (as defined in the Business Combination Agreement), each SPAC Public Warrant issued and outstanding immediately prior to the SPAC Effective Time will be converted into and become a warrant to purchase one Holdco Share (the “Holdco Warrants”) in accordance with the terms of the Warrant Agreement (as assumed and amended by this Agreement);
WHEREAS, Section 9.8 of the Warrant Agreement provides that SPAC and the Warrant Agent may amend the Warrant Agreement without the consent of any registered holder for the purpose of, among other things, adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the registered holders of the SPAC Warrants;
WHEREAS, SPAC desires to assign all of its right, title and interest in the Warrant Agreement to Holdco and Holdco wishes to accept such assignment;
WHEREAS, effective upon closing of the Business Combination (the “Closing”), Holdco wishes to appoint Warrant Agent to serve as successor warrant agent under the Warrant Agreement (as amended hereby) and in furtherance of the foregoing Holdco has waived the requirement in Section 8.2.1 of the Warrant Agreement that the successor warrant agent be a corporation or other entity organized and existing under the laws of the State of New York; and
WHEREAS, in connection with and effective upon such appointment, Continental wishes to assign all of its rights, interests and obligations as warrant agent under the Warrant Agreement (as amended hereby) to Warrant Agent and Warrant Agent wishes to assume all of such rights, interests and obligations and Holdco wishes to approve such assignment and assumption.
WHEREAS, pursuant to Section 8.19 of the Business Combination Agreement, SPAC and Holdco agreed to execute and deliver this Agreement to be effective upon the closing of the Business Combination (the “Closing”).
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
Assignment and Assumption of Warrant Agreement. SPAC hereby assigns to Holdco all of SPAC’s rights, title, interests and obligations in, and under and to the Warrant Agreement (as amended hereby) and Holdco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Warrant Agreement (as amended hereby) arising from and after the execution of this Agreement, in each case, effective immediately following the completion of the Business Combination and conditioned on the occurrence of the Closing. As a result of the preceding sentence, effective immediately following the completion of the Business Combination, each SPAC Warrant shall automatically cease to represent a right to acquire SPAC Shares and shall instead represent a right to subscribe for Holdco Shares pursuant to the terms and conditions of the Warrant Agreement (as amended hereby). Holdco consents to payment of the Warrant Price upon an exercise of such Holdco Warrants for Holdco Shares in accordance with the terms of the Warrant Agreement.
Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement by SPAC to Holdco and the assumption by Holdco of the Warrant Agreement, each pursuant to Section 1 hereof, effective immediately following, and conditioned on the occurrence of, the Closing, and to the continuation of the Warrant Agreement in full force and effect from and after the Business Combination, subject at all times to the Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement (as amended hereby) and this Agreement.
Appointment of Warrant Agent. Holdco hereby appoints Warrant Agent to serve as successor warrant agent to Continental under the Warrant Agreement (as amended hereby) effective upon the Closing, and Continental hereby assigns to Warrant Agent, and Warrant Agent hereby agrees to accept and assume, with effect from Closing all of Continental’s rights, interests and obligations in, and under the Existing Warrant Agreement (as amended hereby) and the Warrants, as warrant agent; provided that, Warrant Agent shall not assume any of Continental’s liabilities and obligations under the Warrant Agreement (as amended hereby) arising prior to the Closing. Unless otherwise provided or the context otherwise requires, from and after Closing, any references in the Existing Warrant Agreement (as amended hereby) to the “Warrant Agent” shall mean Computershare Trust and Computershare, collectively, as defined above]. In connection with the foregoing appointment, the Company shall provide one or more opinions of counsel on or prior to the date which is no later than thirty days following the date of appointment of the Warrant Agent pursuant to this Agreement, to set up a reserve of Warrants [and Ordinary Shares]. Collectively, such opinions shall state that all Warrants [or Ordinary Shares, as applicable] (a) were offered, sold or issued as part of an offering that was registered incompliance with the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from the registration requirements of the Securities Act, and (b) are validly issued, fully paid and non-assessable.
2
Replacement Instruments. As of the Closing, all outstanding instruments evidencing SPAC Warrants shall automatically be deemed to evidence Holdco Warrants reflecting the adjustment to the terms and conditions described herein and in Section 4.4 of the Warrant Agreement. Following the Closing, upon request by any holder of a Holdco Warrant, Holdco shall issue a new certificate for such Holdco Warrant to the holder thereof.
Amendments to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby amended pursuant to Section 9.8 thereof to reflect the subject matter contained in this Agreement, effective as of the Closing, including as set forth below:
| (a) | Unless the context otherwise requires, from and after the<br>Closing, any references in the Warrant Agreement or the Warrants to: (i) the “Company” shall mean Holdco; (ii) “Ordinary<br>Shares” or “shares” shall mean the Holdco Shares; (iii) “Warrants” shall mean Holdco Warrants; and (iv)<br>the “Board of Directors” or any committee thereof shall mean the board of directors of Holdco or any committee thereof. |
|---|---|
| (b) | Section 2.4 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
| --- | --- |
“[Intentionally Omitted]”.
| (c) | Section 2.5 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
|---|
2.5 No Fractional Warrants. The Company shall not issue fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.
| (d) | Section 2.6 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| (e) | Section 2.7 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| (f) | Section 4.3.2 of the Warrant Agreement is hereby deleted<br>in its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| (g) | Section 5.6 of the Warrant Agreement is hereby deleted in<br>its entirety and replaced with the following: |
|---|
“[Intentionally Omitted]”.
| ( ) | Section 6 of the Warrant Agreement is hereby amended by adding the following as a new Section 6.4: |
|---|
“6.4 Bank Accounts. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services under this Agreement (the “Funds”) shall beheld by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (a) funds backed by obligations of, or guaranteed by, the United States of America; (b) debt or commercial paper obligations rated A-1 or P-1 or better by S&P Global Inc. (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), respectively; (c) Government and Treasury backed AAA-rated Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, as amended; or (d) short term certificates of deposit, bank repurchase agreements, and bank accounts with commercial banks with Tier 1 capital exceeding $1 billion, or with an investment grade rating by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. All Funds shall be delivered, by wire transfer or other method agreed in writing by Computershare and the Company, by Computershare to the bank account specified by the Company in writing not later than the first Business Day of the first week following the week in which such Funds were received by Computershare.”
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| (h) | Section 7.2 of the Warrant Agreement hereby amended by deleting<br>such Section and replacing it entirely as follows: |
|---|
“7.2 Lost, Stolen, Mutilated or Destroyed Warrants. Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent and the Company for those Warrants alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Warrant Agent that such Warrants have been acquired by a bona fide purchaser. Warrant Agent may, at its option, issue replacement Warrants for mutilated Warrants upon presentation thereof without such indemnity.”
| (i) | Section 8.2.1 of the Warrant Agreement hereby amended by<br>deleting such Section and replacing it entirely as follows: |
|---|
“8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the United States or any state thereof, in good standing, having its principal office in the United States of America, and authorized under such laws to exercise transfer agency powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.”
| (j) | Section 9.2 of the Warrant Agreement is hereby amended by<br>deleting such Section and replacing it entirely as follows: |
|---|
9.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:
Odysseus Holdings Limited
2 Hill Street
St. Helier, JE2 4UA
Jersey, Channel Islands
with a copy (which shall not constitute notice) to:
White & Case LLP
1221 Avenue of the Americas New York, New York 10020
Attention: Joel Rubinstein
Email: joel.rubinstein@whitecase.com
4
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:
Computershare Inc.
Computershare Trust Company, N.A.
150Royall Street
Canton, Massachusetts 02021
| (l) | Section 9.8 of the Warrant Agreement is hereby amended by<br>deleting such Section and replacing it entirely as follows: |
|---|
9.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity or to correct any defective provision contained herein, (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of Section 4.1.2 or (z) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders, and (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders. As a condition precedent to the Warrant Agent executing and delivery any such amendment, modification or waiver, the Company shall deliver a certificate from an appropriate officer of the Company which states that the proposed amendment, modification or waiver is in compliance with the terms of this Section 9.8. No supplement or amendment to this Agreement shall be effective unless duly executed by the Warrant Agent.
Reference to and Effect on Agreements. Any references to “this Agreement” in the Warrant Agreement will mean the Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Warrant Agreement shall remain in full force and effect.
Entire Agreement. This Agreement and the Warrant Agreement, as modified by this Agreement, constitute the entire understanding of the parties and supersede all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Execution and delivery of this Agreement by electronic mail or exchange of facsimile of .pdf copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party.
Successors. All the covenants and provisions of this Agreement shall bind and inure to the benefit of each party’s respective successors and assigns.
Effectiveness of Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be contingent upon the occurrence of the Business Combination and the Closing.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above.
| SPAC: | ||
|---|---|---|
| VINE HILL CAPITAL INVESTMENT CORP. | ||
| By: | /s/ Nicholas Petruska | |
| Name: | Nicholas Petruska | |
| Title: | Chief Executive Officer |
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| HOLDCO: | ||
|---|---|---|
| ODYSSEUS HOLDINGS LIMITED | ||
| By: | /s/ Jeri-Lea Brown | |
| Name: | Jeri-Lea Brown | |
| Title: | Director |
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| CONTINENTAL: | ||
|---|---|---|
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Henry Farrell | |
| Name: | Henry Farrell | |
| Title: | Vice President |
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| COMPUTERSHARE: | ||
|---|---|---|
| COMPUTERSHARE, INC. | ||
| COMPUTERSHARE TRUST COMPANY, N.A., | ||
| On behalf of both entities | ||
| By: | /s/ Collin Ekeogu | |
| Name: | Collin Ekeogu | |
| Title: | Senior Manager Corporate Actions |
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Exhibit 2.5
PLAN OF MERGER
This plan of merger (the “Planof Merger”) is made on this 30^th^ day of March 2026 between Vine Hill Capital Investment Corp. (the “ConstituentCompany”), a Cayman Islands exempted company, Odysseus (Cayman) Limited (the “Surviving Company”), a Cayman Islands exempted company, and Odysseus Holdings Limited, a private company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”). The Constituent Company and the Surviving Company are collectively referred to herein as, the “Companies”. It is proposed that the Constituent Company merge with and into the Surviving Company (the “Merger”) such that the Surviving Company will be the surviving company of the Merger for the purposes of the Companies Act (as revised) of the Cayman Islands (the “Act”).
Save where the context otherwise requires, terms not otherwise defined in this Plan of Merger shall have the meanings given to them under the Business Combination Agreement, dated as of 8 September 2025, by and among the Constituent Company, CoinShares International Limited, a public company limited by shares organized under the laws of the Bailiwick of Jersey, Channel Islands, Holdco, and the Surviving Company (as such agreement may be amended and modified, the “Business Combination Agreement”). The Merger shall be upon the terms and subject to the conditions of (i) the Business Combination Agreement, (ii) this Plan of Merger and (iii) the provisions of Part XVI of the Act. A copy of the Business Combination Agreement is annexed at Annexure 1 hereto and forms part of this Plan of Merger.
| 1. | The constituent companies (as defined in the Act) to this<br>Merger are the Surviving Company and the Constituent Company. |
|---|---|
| 2. | The surviving company (as defined in the Act) is the Surviving<br>Company. |
| --- | --- |
| 3. | The registered office of the Constituent Company is at the<br>offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| --- | --- |
| 4. | The registered office of the Surviving Company is at the<br>offices of IQ EQ Corporate Services (Cayman) Limited, 3rd Floor Whitehall House, 238 North Church Street, Grand Cayman, Cayman Islands. |
| --- | --- |
| 5. | Immediately prior to the Effective Date (as defined below),<br>the authorised share capital of the Constituent Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value<br>of US$0.0001 each (“Class A Ordinary Shares”), 20,000,000 Class B ordinary shares of a par value of US$0.0001 each (“ClassB Ordinary Shares”) and 1,000,000 preference shares of a par value of US$0.0001 each, and the issued share capital of the Constituent<br>Company is US$2,933.33 divided into 22,000,000 Class A Ordinary Shares and 7,333,334 Class B Ordinary Shares. |
| --- | --- |
| 6. | Immediately prior to the Effective Date (as defined below),<br>the authorised share capital of the Surviving Company is US$22,100 divided into 221,000,000 shares of par value US$0.0001 each (each<br>a “Surviving Company Share”) and the issued share capital of the Surviving Company is US$0.0001 divided into 1 Surviving<br>Company Share. |
| --- | --- |
| 7. | The effective date of the Merger shall be the date that this<br>Plan of Merger is registered by the Registrar of Companies in the Cayman Islands (the “Registrar”) in accordance with<br>Section 233(13) of the Act unless the Companies shall deliver a notice to the Registrar signed by a director of each of the Companies<br>specifying a later date and time in accordance with Section 234 of the Act, in which case the Merger shall be effective on the date and<br>at the time specified in such notice to the Registrar (the “Effective Date”). |
| --- | --- |
| 8. | Effective upon the Merger, the manner and basis of converting<br>shares in each of the Constituent Company and the Surviving Company shall be as set out in the Business Combination Agreement in the<br>form annexed at Annexure 1 hereto. |
| --- | --- |
| 9. | The rights and restrictions of the Surviving<br>Company Shares are as set out in the memorandum and articles of association of the Surviving Company dated 25 August 2025 (the “SurvivingCompany Articles”). |
| --- | --- |
| 10. | The Surviving Company Articles shall be the memorandum of<br>association and articles of association of the Surviving Company after the Merger and the authorised share capital of the Surviving Company<br>shall be as set out therein. |
| --- | --- |
| 11. | No amounts or benefits have been paid, or are payable, to<br>any director of the Companies in connection with the Merger. |
| --- | --- |
| 12. | The Constituent Company has granted no fixed or floating<br>security interests that are outstanding as at the date of this Plan of Merger. |
| --- | --- |
| 13. | The Surviving Company has granted no fixed or floating security<br>interests that are outstanding as at the date of this Plan of Merger. |
| --- | --- |
| 14. | The name and address of the director of the Surviving Company<br>is: Jeri-Lea Brown of 22 Poonah Road, St Hellier, Jersey JE2 3XJ. |
| --- | --- |
| 15. | This Plan of Merger has been approved by the board of director(s)<br>of each of the Surviving Company and the Constituent Company pursuant to section 233(3) of the Act. |
| --- | --- |
| 16. | This Plan of Merger has been authorised by the shareholders<br>of the Constituent Company pursuant to section 233(6) of the Act by way of resolutions passed at an extraordinary general meeting of<br>the Constituent Company. This Plan of Merger has been authorised by the shareholder of the Surviving Company pursuant to section 233(6)<br>of the Act by way of written resolutions of the sole shareholder of the Surviving Company. |
| --- | --- |
| 17. | This Plan of Merger may be terminated by the directors of<br>either Company at any time prior to the Effective Date provided that such termination is in accordance with Article X of the Business<br>Combination Agreement. This Plan of Merger may be amended by the directors of the Companies, in their sole discretion, in order to: |
| --- | --- |
| 17.1 | change the Effective Date (provided that the new Effective<br>Date shall not be a date later than the ninetieth day after the date of the registration of this Plan of Merger); or |
| --- | --- |
| 17.2 | effect any other changes to this Plan of Merger which the<br>directors of both the Surviving Company and the Constituent Company deem advisable; provided that such changes do not materially adversely<br>affect any rights of the shareholders of the Surviving Company or the Constituent Company, as determined by the directors of both the<br>Surviving Company and the Constituent Company, respectively. |
| --- | --- |
| 18. | All notices and other communications between the parties<br>in connection with this Plan of Merger must be in writing and shall be given in accordance with section 12.01 of the Business Combination<br>Agreement. |
| --- | --- |
| 19. | This Plan of Merger may be executed in counterpart and shall<br>be governed by, and construed in accordance with, the laws of the Cayman Islands. The Companies and Holdco hereby agree to submit any<br>dispute arising from this agreement to the exclusive jurisdiction of the courts of the Cayman Islands. |
| --- | --- |
[Signature Page Follows]
In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.
| /s/ Jeri-Lea Brown | /s/ Nicholas Petruska | ||
|---|---|---|---|
| for and on behalf of Odysseus (Cayman)<br> Limited acting by: | for and on behalf of Vine Hill Capital<br> Investment Corp. acting by: | ||
| Name: | Jeri-Lea Brown | Name: | Nicholas Petruska |
| Title: | Director | Title: | Director |
| /s/ Jeri-Lea Brown | |||
| for and on behalf of Odysseus Holdings<br> Limited acting by: | |||
| Name: | Jeri-Lea Brown | ||
| Title: | Director |
Exhibit 2.6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of March 31, 2026 (the “Effective Date”), by and among Odysseus Holdings Limited, a private limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (“Holdco”), Odysseus (Cayman) Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Holdco (“SPAC Merger Sub”), Vine Hill Capital Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and each of the persons listed under the heading “Holders” on the signature pages attached hereto (together with the Sponsor, the “Holders,” and each (including the Sponsor) individually, a “Holder”).
RECITALS
WHEREAS, Vine Hill Capital Investment Corp. (“SPAC”), the Sponsor and certain other Holders previously entered into that certain Registration Rights Agreement dated as of September 5, 2024 (the “Original Registration Rights Agreement”), pursuant to which SPAC granted certain registration rights with respect to, among other things, certain securities of SPAC;
WHEREAS, pursuant to Section 5.5 of the Original Registration Rights Agreement, such agreement may be amended upon written consent of the Holders of at least a majority in interest of the Registrable Securities (as defined in the Original Registration Rights Agreement) at the time in question (each as defined therein) and SPAC;
WHEREAS, Holdco has entered into that certain Business Combination Agreement, dated as of September 8, 2025 (the “Business Combination Agreement”), by and among Holdco, SPAC, CoinShares International Limited, a public limited company organized under the laws of the Bailiwick of Jersey, Channel Islands (the “Company”), and SPAC Merger Sub, pursuant to which, (i) at the SPAC Effective Time (as defined in the Business Combination Agreement), SPAC will merge with and into SPAC Merger Sub (the “SPAC Merger”), with SPAC Merger Sub continuing as the surviving company after such merger, and (ii) after the SPAC Merger, at the Acquisition Effective Time (as defined in the Business Combination Agreement), SPAC Merger Sub will acquire the Company by way of a court sanctioned scheme of arrangement under Jersey Companies Law pursuant to which all the shares in the Company will be exchanged for ordinary shares of Holdco, with SPAC Merger Sub being the direct sole shareholder of the Company (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers”);
WHEREAS, in connection with the transactions described above and upon entry into this Agreement and concurrently with the Closing (as defined in the Business Combination Agreement), the parties to the Original Registration Rights Agreement (or their successors) desire to terminate the Original Registration Rights Agreement in its entirety and all rights and obligations created pursuant thereto will be terminated; and
WHEREAS, in connection with the foregoing, Holdco, SPAC Merger Sub (as successor to SPAC) and the Holders now desire to execute this Agreement, with effect as of the Effective Date, to replace the Original Registration Rights Agreement and to set forth the further rights and obligations created hereby.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings indicated:
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of Holdco or the board of directors of Holdco, in each case, after consultation with counsel to Holdco, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) Holdco has a bona fide business purpose for not making such information public.
“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another Person. The term “control” and its derivatives with respect to any Person mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning set forth in the Preamble.
“Block Trade” has the meaning set forth in Section 2.03(a).
“Block Trade Notice” has the meaning set forth in Section 2.03(a).
“Board” means the board of directors of Holdco.
“Business Combination Agreement” has the meaning set forth in the recitals to this Agreement.
“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York and the Bailiwick of Jersey, Channel Islands are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York and the Bailiwick of Jersey, Channel Islands are generally open for use by customers on such day.
“Company” has the meaning set forth in the recitals to this Agreement.
“Effective Date” has the meaning set forth in the Preamble.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“FINRA” means the Financial Industry Regulatory Authority.
“Form F-1 Shelf” has the meaning set forth in Section 2.01(a).
“Form F-3 Shelf” has the meaning set forth in Section 2.01(a).
“Holdco” has the meaning set forth in the Preamble.
“Holder” or “Holders” has the meaning set forth in the Preamble.
“Immediate Family Member” shall mean each Person that is related by blood or current or former marriage, domestic partnership or adoption (including parents, children, legally adoptive relationships, in-laws and step relations), in each case that is not more remote than a first cousin.
“Indemnified Party” has the meaning set forth in Section 6.03.
“Indemnifying Party” has the meaning set forth in Section 6.03.
“Initiating Holder” has the meaning set forth in Section 3.02.
“Lock-Up Agreement” has the meaning set forth in Section 5.05.
“Mergers” has the meaning set forth in the recitals to this Agreement.
“Minimum Amount” has the meaning set forth in Section 2.01(c).
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.
“Original Registration Rights Agreement” has the meaning set forth in the recitals to this Agreement.
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“Permitted Transferee” shall mean, (i) with respect to any Person that is not an individual, any Affiliate of such Person, (ii) with respect to any Person that is an investment fund, vehicle or similar entity, (x) any other investment fund, vehicle or similar entity of which such Person or an Affiliate, advisor or manager of such Person serves as the general partner, manager or advisor and (y) any direct or indirect limited partner, member or investor in such investment fund, vehicle or similar entity or any direct or indirect limited partner or investor in any other investment fund, vehicle or similar entity of which such Person or an Affiliate, advisor or manager of such Person serves as the general partner, manager or advisor, and (iii) with respect to any Person who is an individual, (w) Immediate Family Member of such individual, (x) any successor by death or pursuant to any qualified domestic relations order, (y) any trust, partnership, limited liability company or similar entity solely for the benefit of such individual or such individual’s spouse or lineal descendants, provided that such individual acts as trustee, general partner or managing member and retains the sole power to direct the voting and disposition of the transferred Registrable Shares or (z) a nominee or custodian of a Person to whom a transfer would be permissible under this clause (iii).
“Person” shall mean any individual, corporation, partnership, limited liability company, association, joint venture, an association, a joint stock company, trust, unincorporated organization, governmental or political subdivision or agency, or any other entity of whatever nature.
“Piggyback Registration Statement” has the meaning set forth in Section 3.01.
“Registrable Shares” shall mean, (i) the Shares held by a Holder following the Effective Date that are issued in connection with the transactions contemplated by the Business Combination Agreement; (ii) any Shares that may be acquired by Holders upon the exercise, conversion or redemption of any other security of Holdco or other right to acquire Shares held by a Holder following the Effective Date that are issued in connection with the transactions contemplated by the Business Combination Agreement; (iii) any outstanding Shares (including any Shares issued or issuable upon the exercise, conversion or redemption of any other security of Holdco or other right to acquire Shares) of Holdco held by a Holder following the Effective Date to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an Affiliate of Holdco; and (iv) any other equity security of Holdco issued or issuable with respect to any securities referenced in clause (i), (ii), or (iii) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Share, such Shares shall cease to be Registrable Shares upon the earliest to occur of the following events: (i) a Registration Statement with respect to the sale of such Shares shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder to a Person that is not an Affiliate of Holdco and new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further transfer shall have been delivered by Holdco and subsequent public distribution of such Shares shall not require registration under the Securities Act; (ii) such securities shall have been otherwise transferred (or moved to a brokerage account), new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further transfer shall have been delivered by Holdco and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such Shares may be sold without registration pursuant to Rule 144 (but with no volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements); (v) such Shares have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; (vi) have been transferred to a transferee that has not agreed in writing and for the benefit of Holdco to be bound by the terms and conditions of this Agreement; (vii) have ceased to be of a class of securities of Holdco that is listed and traded on a recognized national securities exchange or automated quotation system; and (viii) after such time as the Holder of such Shares holds less than 10% of the Shares issued to such Holder in connection with the Mergers, unless such Holder is then an Affiliate of Holdco.
“Registration Expenses” shall mean all expenses incurred in connection with the preparation, printing and distribution of any Registration Statement and Prospectus and all amendments and supplements thereto, and any and all expenses incident to the performance by Holdco of its registration obligations pursuant to this Agreement, as follows: (i) all registration, qualification and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange or market; (iii) fees and expenses with respect to filings required to be made with the Nasdaq stock exchange (or such other securities exchange or market on which the Shares are then listed or quoted) or FINRA; (iv) fees and expenses of compliance with securities or “blue sky” laws; (v) fees and expenses related to registration in any non-U.S. jurisdictions, as applicable; (vi) fees and disbursements of counsel for Holdco and fees and expenses for independent certified public accountants retained by Holdco (including the expenses of any comfort letters, costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters, and expenses of any special audits incident to or required by any such registration); (vii) all internal expenses of Holdco (including all salaries and expenses of its officers and employees performing legal or accounting duties); (viii) the fees and expenses of any Person, including special experts, retained by Holdco in connection with the preparation of any Registration Statement; (ix) printer, messenger, telephone and delivery expenses; and (x) the reasonable fees and disbursements of one law firm (as selected by the Holders of a majority of the Registrable Shares participating in such registration or offering) not to exceed $50,000 without the consent of Holdco.
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“Registration Statement” and “Prospectus” refer, as applicable, to any registration statement that covers Registrable Shares pursuant to the provisions of this Agreement, including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“SEC” shall mean the United States Securities and Exchange Commission.
“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Shares” means shares of the Holdco’s ordinary shares, with no par value.
“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.
“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).
“SPAC” has the meaning set forth in the Preamble.
“SPAC Merger Sub” has the meaning set forth in the recitals to this Agreement.
“Sponsor” has the meaning set forth in the Preamble.
“Subsequent Shelf Registration” has the meaning set forth in Section 2.01(b).
“Suspension Event” has the meaning set forth in Section 4.
“Takedown Holders” has the meaning set forth in Section 2.01(c).
“Takedown Offer Notice” has the meaning set forth in Section 2.01(d).
“Takedown Request Notice” has the meaning set forth in Section 2.01(d).
“Underwritten Shelf Takedown” has the meaning set forth in Section 2.01(c).
Section 2. REGISTRATIONS AND OFFERINGS.
2.01 Shelf Registration.
(a) Holdco shall submit or file within 45 days of the Closing Date (as defined in the Business Combination Agreement), and use commercially reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 or any similar long-form registration statement that may be available at such time (the “Form F-1 Shelf”) or, if Holdco is eligible to use a Registration Statement on Form F-3, a Shelf Registration on Form F-3 (the “Form F-3 Shelf”), in each case, covering the resale of all the Registrable Shares (determined as of two Business Days prior to such filing) on a delayed or continuous basis. Such Shelf shall provide for the resale of the Registrable Shares included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder therein. Holdco shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Shares. In the event Holdco files a Form F-1 Shelf, Holdco shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon as practicable after Holdco is eligible to use Form F-3.
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(b) If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Shares are still outstanding, Holdco shall, subject to Section 5, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Shares (determined as of two Business Days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, Holdco shall use commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if Holdco is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until the termination of this Agreement. Any such Subsequent Shelf Registration shall be on Form F-3 to the extent that Holdco is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.
(c) At any time and from time to time after the effectiveness of a Shelf Registration, and after the expiration of any applicable lock-up period, the Holders of at least 25% of the Registrable Shares included on such Shelf Registration (the “Takedown Holders”) may request to sell all or any portion of its Registrable Shares included thereon in an underwritten offering that is registered pursuant to such Shelf Registration (an “Underwritten Shelf Takedown”); provided that Holdco shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Shares proposed to be sold by the Takedown Holder(s), either individually or together with other Takedown Holders, with an anticipated aggregate offering price, before deduction of underwriting discounts and commissions, of at least $25 million (the “Minimum Amount”). Notwithstanding the foregoing, Holdco is not obligated to effect (i) more than an aggregate of two Underwritten Shelf Takedowns pursuant to this Section 2.01 in any 12-month period, (ii) more than an aggregate of three Underwritten Shelf Takedowns pursuant to this Section 2.01 in total, or (iii) an Underwritten Shelf Takedown pursuant to this Section 2.01 within 90 days after the closing of any public offering of Shares by Holdco.
(d) Any requests for an Underwritten Shelf Takedown shall be made by giving written notice to Holdco (a “Takedown Request Notice”). The Takedown Request Notice shall specify the approximate number of Registrable Shares to be sold in the Underwritten Shelf Takedown. Within five Business Days after receipt of any Takedown Request Notice, Holdco shall give written notice of the requested Underwritten Shelf Takedown (the “Takedown Offer Notice”) to all other Holders and, subject to the provisions of Section 2.01(e) hereof, shall include in the Underwritten Shelf Takedown all Registrable Shares with respect to which Holdco has received written requests for inclusion therein within five days after sending the Takedown Offer Notice.
(e) Notwithstanding any other provision of this Section 2.01, if the underwriter advises Holdco that in the opinion of such underwriter, the distribution of all of the Registrable Shares requested to be sold in an Underwritten Shelf Takedown would materially and adversely affect the distribution of all of the securities to be underwritten, then (i) Holdco shall deliver to the participating Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and (ii) the number of Registrable Shares that may be included in such Underwritten Shelf Takedown shall be allocated (A) first, to the Holders electing to sell their Registrable Shares, on a pro rata basis based on the relative number of Registrable Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (B) second, to the other Persons proposing to sell securities in such Underwritten Shelf Takedown, if any; provided, however, that the number of Registrable Shares to be included in such Underwritten Shelf Takedown shall not be reduced unless all other securities are entirely excluded from such Underwritten Shelf Takedown.
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(f) Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority in interest of the Takedown Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to Holdco and the underwriter(s) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any other Takedown Holder(s) may elect to have Holdco continue an Underwritten Shelf Takedown if the Minimum Amount would still be satisfied by the Registrable Shares proposed to be sold in the Underwritten Shelf Takedown by the Takedown Holder(s). If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Takedown Holder for purposes of Section 2.01(c) and shall count toward the limits set forth therein, unless either (i) the Takedown Holder(s) making the withdrawal has not previously withdrawn any Underwritten Shelf Takedown or (ii) the Takedown Holder(s) making the withdrawal reimburses Holdco for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Takedown Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Shares that each Takedown Holder has requested be included in such Underwritten Shelf Takedown). Following the receipt of any Withdrawal Notice, Holdco shall promptly forward such Withdrawal Notice to any other Takedown Holders.
2.02 Selectionof Underwriter. The Company shall have the right to select the underwriters for such Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Takedown Holder(s) prior approval (which approval shall not be unreasonably withheld, conditioned or delayed).
2.03 BlockTrades.
(a) Notwithstanding anything contained in this Section 2, in the event of a sale of Registrable Shares in an underwritten transaction requiring the involvement of Holdco but not involving any “road show” and which is commonly known as a “block trade” (a “Block Trade”), (1) the Takedown Holder(s) shall (i) give at least 10 Business Days prior notice in writing (the “Block Trade Notice”) of such transaction to Holdco and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s); and (2) Holdco shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade; provided that the Takedown Holders representing a majority of the Registrable Shares wishing to engage in the Block Trade shall use commercially reasonable efforts to work with Holdco and any underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. Any Block Trade shall be for at least $25 million in expected gross proceeds. Holdco shall not be required to effectuate more than two Block Trades in any 12-month period. For the avoidance of doubt, a Block Trade shall not constitute an Underwritten Shelf Takedown. The Holders of at least a majority of the Registrable Shares being sold in any Block Trade shall select the underwriter(s), brokers, sales agents, or placement agents to administer such Block Trade (in each case, which shall consist of one or more reputable nationally recognized investment banks), subject to Holdco’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed).
(b) Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, the Takedown Holder shall have the right to submit a written notice of withdrawal to Holdco of its intention to withdraw from such Block Trade. Notwithstanding anything to the contrary in this Agreement, Holdco shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to such Takedown Holder’s withdrawal under this Section 2.03(b).
(c) Notwithstanding anything to the contrary in this Agreement, Section 3 shall not apply to any Block Trade initiated by a Takedown Holder pursuant to this Agreement.
2.04 Other Registration Rights. From and after the date of this Agreement, Holdco shall not, without the prior written consent of (i) the Company and (ii) the Holders that, in the aggregate, hold not less than a majority in interest of the then outstanding Registrable Shares, enter into any agreement with any holder or prospective holder of any securities of Holdco giving such holder or prospective holder any registration rights that are more favorable, taken as a whole, than the registration rights granted to the Holders hereunder or otherwise subordinate the rights granted to the Holders hereunder, in each case unless Holdco shall also give such rights to such Holders.
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Section 3. INCIDENTAL OR “PIGGY-BACK” REGISTRATION.
3.01 Piggy-Back Rights. If Holdco proposes to (a) file a registration statement under the Securities Act with respect to an offering of its Shares, whether to be sold by Holdco or by one or more selling security holders, other than a registration statement (i) on Form S-8 or any successor form to Form S-8 or in connection with any employee or director welfare, benefit or compensation plan, (ii) in connection with an exchange offer or an offering of securities exclusively to existing security holders of Holdco or its subsidiaries, (iii) for an offering of debt that is convertible into Shares, (iv) relating to a transaction pursuant to Rule 145 under the Securities Act, (v) for a dividend reinvestment plan, or (vi) a Block Trade or (b) consummate an underwritten offering for its own account or for the account of shareholders of the Company (other than pursuant to the terms of this Agreement), Holdco shall give written notice of the proposed registration to all Holders holding Registrable Shares as soon as practicable (but in the case of filing a registration statement, at least 10 calendar days prior to the filing of such registration statement). Each Holder holding Registrable Shares shall have the right to request that all or any part of its Registrable Shares be included by giving written notice to Holdco within (x) five calendar days in the case of filing a registration statement and (y) two calendar days in the case of an underwritten offering (unless such offering is an overnight or bought underwritten offering, then one calendar day), in each case after receipt of the foregoing notice by Holdco. Subject to the provisions of Sections 3.02, 3.03 and 6.02, Holdco will include all such Registrable Shares requested to be included by the Holders in the Piggyback Registration Statement. For purposes of this Agreement, any registration statement or prospectus of Holdco in which Registrable Shares are included pursuant to this Section 3 shall be referred to as a “Piggyback Registration Statement.”
3.02 Withdrawal of Exercise of Rights. If, at any time after giving written notice of its intention to register any securities and, if applicable, prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, Holdco or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to proceed with the proposed registration, Holdco may at its election (or the election of such Initiating Holder(s), as applicable) give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith). Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration Statement for any or no reason whatsoever upon written notification to Holdco and the underwriter or underwriters (if any) of its intention to withdraw from such Piggyback Registration Statement prior to, as applicable, the effectiveness of the Piggyback Registration Statement or the launch of the underwritten offering with respect to such Piggyback Registration Statement.
3.03 Cutback in Connection with Underwritten Offerings. If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises Holdco in writing that, in its opinion, the number of securities which Holdco and the Holders of the Registrable Shares and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the number of such securities to be included in such registration shall be reduced to such extent, and Holdco will include in such registration such maximum number of securities as follows:
(a) If the registration is undertaken for Holdco’s account, (i) first, all of the securities Holdco proposes to sell for its own account which, in the opinion of such managing underwriter can be sold without having the adverse effect described above; (ii) second, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and (iii) third, the securities any other selling stockholders propose to sell in such registration which, in the opinion of such managing underwriter can be sold without having the adverse effect described above; or
(b) If the registration is pursuant to a request by Persons other than Holdco, (i) first, such number of Registrable Shares requested to be included in such registration by the Holders which, in the opinion of such managing underwriter can be sold without having the adverse effect described above, which number of Registrable Shares shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Shares then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; (ii) second, such number of securities Holdco proposes to sell for its own account; and (iii) third, the securities any other selling stockholders propose to sell in such registration.
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Section 4. SUSPENSION OF OFFERING; RESTRICTIONS ON REGISTRATION RIGHTS.
4.01 Suspensions for Misstatements. Upon receipt of written notice from Holdco that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Shares until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that Holdco hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by Holdco that the use of the Prospectus may be resumed.
4.02 Suspensions for Special Events. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any offering at any time would (i) require Holdco to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to Holdco for reasons beyond Holdco’s control or (iii) in the good faith judgment of the majority of the Board, be seriously detrimental to Holdco, and the majority of the board of directors of Holdco concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, Holdco may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by Holdco to be necessary for such purpose. In the event Holdco exercises its rights under this Section 4.02, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Shares until such Holder receives written notice from Holdco that such sales or offers of Registrable Shares may be resumed, and in each case maintain the confidentiality of such notice and its contents.
4.03 Postponements. (i) Subject to Section 4.04, if during the period starting with the date 60 days prior to Holdco’s good faith estimate of the date of the filing of, and ending on a date 120 days after the effective date of, a Holdco-initiated offering, and provided that Holdco continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration, or (ii) if, pursuant to Section 2.01(c), Holders have requested an Underwritten Shelf Takedown and Holdco and such Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, then, in each case, Holdco may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.01(c).
4.04 Limitations on Suspensions and Postponements. The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 4.02 or a registered offering pursuant to Section 4.03(i) shall be exercised by Holdco, in the aggregate, for not more than 60 consecutive calendar days or more 90 total calendar days in each case, during any 12-month period.
Section 5. REGISTRATION PROCEDURES.
5.01 Obligations of Holdco. When Holdco is required to effect the registration of Registrable Shares under the Securities Act pursuant to this Agreement, Holdco shall:
(a) use commercially reasonable efforts to register or qualify the Registrable Shares by the time the applicable Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder may reasonably request in writing, to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement, and to do any and all other similar acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the Registrable Shares owned by the Holders in each such jurisdiction; provided, however, that Holdco shall not be required to (A) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Agreement, (B) take any action that would cause it to become subject to any taxation in any jurisdiction where it would not otherwise be subject to such taxation or (C) take any action that would subject it to the general service of process in any jurisdiction where it is not then so subject;
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(b) promptly prepare and file with the SEC such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (A) to keep such Registration Statement effective and (B) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered by such Registration Statement, in each case for such time as is contemplated in the applicable provisions above;
(c) promptly furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act, the documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by the Holders;
(d) promptly notify the Holders: (A) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (C) of any delisting or pending delisting of the Shares by any national securities exchange or market on which the Shares are then listed or quoted, and (D) of the receipt by Holdco of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;
(e) use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;
(f) promptly notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement;
(g) if any event or occurrence giving rise to an obligation of Holdco to notify the Holders pursuant to Section 5.01(f) takes place, subject to Section 4, Holdco shall prepare and, to the extent the exemption from prospectus delivery requirements in Rule 172 under the Securities Act is not available, promptly furnish to the Holders a reasonable number of copies of a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document, and shall use commercially reasonable efforts to have such supplement or amendment declared effective, if required, as soon as practicable following the filing thereof, so that (A) such Registration Statement and/or Prospectus shall not contain any Misstatement;
(h) use commercially reasonable efforts to cause all such Registrable Shares to be listed or quoted on the national securities exchange or market on which the Shares are then listed or quoted, if the listing or quotation of such Registrable Shares is then permitted under the rules of such national securities exchange or market;
(i) if requested by any Holder participating in an offering of Registrable Shares, as soon as practicable after such request, but in no event later than five calendar days after such request, incorporate in a prospectus supplement or post-effective amendment such information concerning the Holder or the intended method of distribution as the Holder reasonably requests to be included therein and is reasonably necessary to permit the sale of the Registrable Shares pursuant to the Registration Statement, including information with respect to the number of Registrable Shares being sold, the purchase price being paid therefor and any other material terms of the offering of the Registrable Shares to be sold in such offering; provided, however, that Holdco shall not be obligated to include in any such prospectus supplement or post-effective amendment any requested information that is not required by the rules of the SEC and is unreasonable in scope compared with Holdco’s most recent prospectus or prospectus supplement used in connection with a primary or secondary offering of equity securities by Holdco;
(j) in the event of an Underwritten Shelf Takedown or Block Trade, permit a representative of the Holders (such representative to be selected by a majority of the participating Takedown Holders), the underwriters or other financial institutions facilitating such Underwritten Shelf Takedown or Block Trade, if any, and any attorney, consultant or accountant retained by such Holders collectively, underwriters or other financial institutions to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause Holdco’s officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, financial institution, attorney, consultant or accountant in connection with the offering; provided, however, that such representative, underwriters or financial institutions agree to confidentiality arrangements, in form and substance reasonably satisfactory to Holdco, prior to the release or disclosure of any such information;
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(k) provide a transfer agent and registrar, which may be a single entity, and a CUSIP number for the Registrable Shares not later than the effective date of the first Registration Statement filed hereunder;
(l) cooperate with the Holders who hold Registrable Shares being offered to facilitate the timely preparation and delivery of certificates for the Registrable Shares to be offered pursuant to the applicable Registration Statement and enable such certificates for the Registrable Shares to be in such denominations or amounts as the case may be, as the Holders may reasonably request, and, within two Business Days after a Registration Statement which includes Registrable Shares is ordered effective by the SEC, Holdco shall use commercially reasonable efforts to deliver, or cause legal counsel selected by Holdco to deliver, to the transfer agent for the Registrable Shares (with copies to the Holders whose Registrable Shares are included in such Registration Statement) an appropriate instruction and opinion of such counsel;
(m) in the event of an Underwritten Shelf Takedown or Block Trade, enter into an underwriting agreement, purchase agreement, sale agreement or placement agreement in customary form and substance reasonably satisfactory to Holdco, the Takedown Holders and the managing underwriter or underwriters or brokers, sales agent or placement agent for such sale;
(n) in the event of an Underwritten Shelf Takedown, Holdco shall cooperate and participate in the marketing of Registrable Shares, including participating in customary “roadshow” presentations, as the managing underwriters may reasonably request; provided that Holdco shall not be required to participate in any such presentation in connection with an offering of Registrable Shares for anticipated aggregate gross proceeds of less than $100 million.
(o) use commercially reasonable efforts to obtain, in the event of an Underwritten Shelf Takedown, a Block Trade, or sale by a broker, placement agent or sales agent pursuant to a Registration Statement, to the extent customary, on the date the Registrable Shares are delivered for sale pursuant to such Registration Statement, an opinion and negative assurance letter, dated such date, of counsel representing Holdco for the purposes of such Registration Statement, addressed to the participating Holders, the broker, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the offering in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, provided, in each case, that such participating Holders provide such information to such counsel as is customarily required for, or is reasonably requested by such counsel for purposes of, such opinion or negative assurance letter;
(p) use commercially reasonable efforts to obtain a “comfort” letter (including a bring-down letter dated as of the date the Registrable Share are delivered for sale pursuant to a Registration Statement) from Holdco’s independent registered public accountants in the event of an Underwritten Shelf Takedown, a Block Trade, or a sale by a broker, placement agent or sales agent pursuant to a Registration Statement (subject to such underwriter or other financial institution facilitating such offering providing such certification or representation as reasonably requested by Holdco’s independent registered public accountings and Holdco’s counsel), to the extent customary, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing underwriter or other similar type of sales agent or placement agent may reasonably request;
(q) make available to the Holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month of the first fiscal quarter after the effective date of the applicable Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder; provided that such requirement will be deemed to be satisfied if Holdco timely files complete and accurate information on Forms 20-F, 6-K, 10-K, 10-Q and 8-K, as applicable, under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto; and
(r) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders consistent with the terms of this Agreement.
Notwithstanding the foregoing, Holdco shall not be required to provide any documents or information to an underwriter or other sales agent or placement agent if such underwriter or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Shelf Takedown or other offering involving a registration as an underwriter or broker, sales agent or placement agent, as applicable.
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5.02 Obligations of the Holders. In connection with any Registration Statement utilized by Holdco to satisfy the provisions of this Agreement, each Holder agrees to reasonably cooperate with Holdco in connection with the preparation of the Registration Statement, and each Holder agrees that such cooperation shall include (i) responding within five Business Days to any written request by Holdco to provide or verify information regarding the Holder or the Holder’s Registrable Shares (including the proposed manner of sale) that may be required to be included in any such Registration Statement pursuant to the rules and regulations of the SEC, and (ii) providing in a timely manner information regarding the proposed distribution by the Holder of the Registrable Shares and such other information as may be requested by Holdco from time to time in connection with the preparation of and for inclusion in any Registration Statement and related Prospectus. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide Holdco with requested information, Holdco may exclude such Holder’s Registrable Shares from the applicable Registration Statement or Prospectus if Holdco determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. Each Holder agrees, if requested in writing, to represent to Holdco the total number of Registrable Shares held or beneficially owned by such Holder in order for Holdco to make determinations hereunder.
5.03 Participation in Underwritten Registrations. No Holder may participate in any underwritten registration, Underwritten Shelf Takedown or Block Trade hereunder unless such Holder (i) agrees to sell his or its Registrable Shares on the basis provided in the applicable underwriting arrangements (which shall include a customary form of underwriting agreement, which shall provide that the representations and warranties by, and the other agreements on the part of, Holdco to and for the benefit of the underwriters shall also be made to and for the benefit of the participating Holders) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents in customary form as reasonably required under the terms of such underwriting arrangements; provided, however, that, in the case of each of (i) and (ii) above, if the provisions of such underwriting arrangements, or the terms or provisions of such questionnaires, powers of attorney, indemnities, underwriting agreements or other documents, are less favorable in any respect to such Holder than to any other Person or entity that is party to such underwriting arrangements, then Holdco shall use commercially reasonable efforts to cause the parties to such underwriting arrangements to amend such arrangements so that such Holder receives the benefit of any provisions thereof that are more favorable to any other Person or entity that is party thereto. If any Holder does not approve of the terms of such underwriting arrangements, such Holder may elect to withdraw from such offering by providing written notice to Holdco and the underwriter.
5.04 Offers and Sales. All offers and sales by a Holder under any Registration Statement shall be completed within the period during which the Registration Statement is required to remain effective pursuant to the applicable provision above and not the subject of any stop order, injunction or other order of the SEC. Upon expiration of such period, no Holder will offer or sell the Registrable Shares under the Registration Statement. If directed in writing by Holdco, each Holder will return or, in each such Holder’s sole discretion destroy, all undistributed copies of the applicable Prospectus in its possession upon the expiration of such period.
5.05 Lockup. In connection with any underwritten public offering of securities of Holdco, each Holder agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Shares, and not to effect any sale or distribution of other securities of Holdco or of any securities convertible into or exchangeable or exercisable for any other securities of Holdco (in each case, other than as part of such underwritten public offering), in each case, during such period as the managing underwriter may require (not to exceed 90 calendar days) (or such other period as may be requested by the managing underwriter to comply with regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of Holdco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 5.05 is waived with respect to the Sponsor, such provisions of this Section 5.05 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).
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Section 6. INDEMNIFICATION; CONTRIBUTION.
6.01 Indemnification by Holdco. Holdco agrees to indemnify, to the extent permitted by law, each Holder of Registrable Shares, its officers, directors and agents and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
6.02 Indemnification by Holders. In connection with any Registration Statement filed pursuant to this Agreement in which a Holder of Registrable Shares is participating, such Holder shall furnish (or cause to be furnished) to Holdco in writing such information and affidavits as Holdco reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify Holdco, its directors, officers and agents and each Person who controls Holdco (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Shares, and the liability of each such Holder of Registrable Shares shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Shares pursuant to such Registration Statement. The Holders of Registrable Shares shall indemnify the underwriters, their officers, directors and each person or entity who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of Holdco.
6.03 Conduct of Indemnification Proceedings. Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
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6.04 Contribution.
(a) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Sections 6.01 through 6.03 is for any reason held to be unenforceable by the Indemnified Party although applicable in accordance with its terms, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Indemnified Party and the Indemnifying Party, in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Indemnifying Party on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities, or expenses. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.
(b) The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 6.04 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 6.04, a Holder shall not be required to contribute any amount (together with the amount of any indemnification payments made by such Holder pursuant to Section 6.02) in excess of the amount of the aggregate net cash proceeds received by such Holder from sales of the Registrable Shares of such Holder under the Registration Statement that is the subject of the indemnification claim.
(c) Notwithstanding the foregoing, no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6.04, each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any of their partners, members, officers, directors, trustees, employees or representatives, shall have the same rights to contribution as such Holder, and each director of Holdco, each officer of Holdco who signed a Registration Statement and each Person, if any, who controls Holdco within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as Holdco.
Section 7. EXPENSES. Holdco will pay all Registration Expenses in connection with each registration of Registrable Shares pursuant to Section 2 or 3. Each Holder shall be responsible for the payment of any and all brokerage and sales discounts, underwriting commissions and marketing costs, fees and disbursements of the Holder’s counsel, accountants and other advisors, and any transfer taxes relating to the sale or disposition of the Registrable Shares by such Holder pursuant to any Registration Statement or otherwise.
Section 8. REPORTING OBLIGATIONS. As long as any Holder shall own Registrable Shares, Holdco, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed Holdco after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. Holdco further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the SEC), including providing any legal opinions. Upon the request of any Holder, Holdco shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
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Section 9. CONFIDENTIALITY. To the extent that the information and other material in connection with the registration rights contemplated in this Agreement (in any case, whether furnished before, on or after the date hereof) constitutes or contains confidential business, financial or other information of Holdco or the Holders or their respective Affiliates, each party hereto covenants for itself and its directors, officers, employees and shareholders that it shall use due care to prevent its officers, directors, partners, employees, counsel, accountants and other representatives from disclosing such information to Persons other than to their respective authorized employees, counsel, accountants, advisers, shareholders, partners, limited partners or members (or proposed shareholders, partners, limited partners or members or advisers of such Persons), and other authorized representatives, in each case, so long as such Person agrees to keep such information confidential in accordance with the terms hereof; provided, however, that each Holder or Holdco may disclose or deliver any information or other material disclosed to or received by it should such Holder or Holdco be advised by its counsel that such disclosure or delivery is required by law, regulation or judicial or administrative order or process (including in connection with any Registration Statement) and in any such instance the Holder or Holdco, as the case may be, making such disclosure shall use reasonable efforts to consult with Holdco prior to making any such disclosure. Notwithstanding the foregoing, a Holder will be permitted to disclose any information or other material disclosed to or received by it hereunder and not be required to provide the aforementioned notice, if such disclosure is in connection with (i) such Holder’s reporting obligations pursuant to Section 13 or Section 16 of the Exchange Act or (ii) a routine audit by a regulatory or self-regulatory authority that maintains jurisdiction over the Holder; provided, however, that such Holder agrees, in the case of (ii) in the preceding clause, to undertake to file an appropriate request seeking to have any information disclosed in connection with such routine audit treated confidentially. For purposes of this Section 9, “due care” means at least the same level of care that such Holder would use to protect the confidentiality of its own sensitive or proprietary information. This Section 9 shall not apply to information that is or becomes publicly available (other than to a Person who by breach of this Agreement has caused such information to become publicly available).
Section 10. MISCELLANEOUS.
10.01 Waivers. No waiver by a party hereto shall be effective unless made in a written instrument duly executed by the party against whom such waiver is sought to be enforced, and only to the extent set forth in such instrument. Neither the waiver by any of the parties hereto of a breach or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.
10.02 Notices. Notices to Holdco and to the Holders shall be sent to their respective addresses as set forth on Schedule I attached to this Agreement. Holdco or any Holder may require notices to be sent to a different address by giving notice to the other parties in accordance with this Section 10.02. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given upon receipt if and when delivered personally, sent by email (upon successful transmission to the addressee) or by courier service or five calendar days after being sent by registered or certified mail (postage prepaid, return receipt requested), to such parties at such address.
10.03 Public Announcements and Other Disclosure. No Holder shall make any press release, public announcement or other disclosure with respect to this Agreement without obtaining the prior written consent of Holdco, except as permitted pursuant to Section 9 or as may be required by law or by the regulations of any securities exchange or national market system upon which the securities of any such Holder shall be listed or quoted; provided, that in the case of any such disclosure required by law or regulation, the Holder making such disclosure shall use all reasonable efforts to consult with Holdco prior to making any such disclosure.
10.04 Headings and Interpretation. All section and subsection headings in this Agreement are for convenience of reference only and are not intended to qualify the meaning, construction or scope of any of the provisions hereof. The Holders hereby disclaim any defense or assertion in any litigation or arbitration that any ambiguity herein should be construed against the draftsman.
10.05 Entire Agreement; Amendment. This Agreement (including all schedules) constitutes the entire and only agreement among the parties hereto concerning the subject matter hereof and thereof, and supersedes any prior agreements or understandings concerning the subject matter hereof and thereof. From and after the Effective Date, the provisions of the Original Registration Rights Agreement granting registration rights to the Holders party thereto are superseded and replaced in their entirety with this Agreement. Any oral statements or representations or prior written matter with respect thereto not contained herein shall have no force and effect. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by (i) Holdco, (ii) the Holders that, in the aggregate, hold not less than a majority in interest of the then remaining Registrable Shares; provided further that no provision of this Agreement may be amended or modified unless any and each Holder adversely affected by such amendment or modification in a manner different than other Holders has expressly consented in writing to such amendment or modification.
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10.06 Assignment; Successors and Assigns. This Agreement and the rights granted hereunder may not be assigned by any Holder without the written consent of Holdco; provided, however, that the rights to cause Holdco to register Registrable Shares pursuant to this Agreement may be assigned by a Holder to a Permitted Transferee of such Holder’s Registrable Shares; provided that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their successors, heirs, legatees, devisees, permitted assigns, legal representatives, executors and administrators, except as otherwise provided herein.
10.07 Saving Clause. If any provision of this Agreement, or the application of such provision to any Person or circumstance, is held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. If the operation of any provision of this Agreement would contravene the provisions of any applicable law, such provision shall be void and ineffectual. In the event that applicable law is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.
10.08 Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all the parties hereto, even though all parties are not signatory to the original or the same counterpart.
10.09 Representations. Each of the parties hereto, as to itself only, represents that this Agreement has been duly authorized and executed by it and that all necessary corporate actions have been taken by it in order for this Agreement to be enforceable against it under all applicable laws. Each party hereto, as to itself only, further represents that all Persons signing this Agreement on such party’s behalf have been duly authorized to do so.
10.10 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
10.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event the provisions of this Agreement were not performed in accordance with the terms hereof, and that the Holders and Holdco shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
10.12 No Third Party Beneficiaries. It is the explicit intention of the parties hereto that no Person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.
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10.13 General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Agreement include the plural as well as the singular, and the use of any gender or neuter form herein shall be deemed to include the other gender and the neuter form;
(b) references herein to “Sections”, “subsections,” “paragraphs”, and other subdivisions without reference to a document are to designated Sections, paragraphs and other subdivisions of this Agreement;
(c) a reference to a paragraph without further reference to a Section is a reference to such paragraph as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions;
(d) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
(e) the term “include”, includes” or “including” shall be deemed to be followed by the words “without limitation”.
10.14 Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) the 5^th^anniversary of the date of this Agreement, (b) the mutual written agreement of Holdco and each of the Holders then holding Registrable Shares to terminate this Agreement or (c) such date as no Registrable Shares remain outstanding.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| SPAC MERGER SUB: |
|---|
| ODYSSEUS (CAYMAN) LIMITED |
| By: |
| Name: |
| Title: |
| ****<br><br> <br>HOLDCO: |
| --- |
| ODYSSEUS HOLDINGS LIMITED |
| By: |
| Name: |
| Title: |
| SPONSOR |
| --- |
| VINE HILL CAPITAL SPONSOR I LLC |
| By: |
| Name: |
| Title: |
Exhibit 8.1
Subsidiaries of CoinShares PLC
| Entity Name | Jurisdiction of Incorporation or Organization |
|---|---|
| CoinShares International Limited | Jersey |
| CoinShares (Jersey) Limited | Jersey |
| CoinShares Capital Markets (Jersey) Limited | Jersey |
| CoinShares Digital Securities Limited | Jersey |
| CoinShares Corporate Services (Jersey) Limited | Jersey |
| CoinShares Employment Services (Jersey) Limited | Jersey |
| CoinShares XBT Provider AB (publ) | Sweden |
| CoinShares Capital Markets (UK) Limited | United Kingdom |
| CIRCA5000 ICAV | Ireland |
| CoinShares France SAS | France |
| CoinShares Asset Management SASU | France |
| CoinShares Switzerland AG | Switzerland |
| Valkyrie Funds LLC | Tennessee |
| CoinShares Co. | Delaware |
| CoinShares Capital LLC | Delaware |
| CoinShares GP I LLC | Delaware |
| CoinShares Bitcoin GP Limited | Jersey |
| CoinShares Relative Value Opportunities GP Limited | Jersey |
| CoinShares Ethereum GP Limited | Jersey |
| CoinShares Bastion Market Neutral<br>BTC (US) Feeder Fund, LP | Delaware |
| CoinShares Relative Value Opportunities US Feeder Fund, LP | Delaware |
| CoinShares Bitcoin Integrated Strategies Master Fund Limited | Jersey |
| CoinShares Bitcoin Integrated Strategies Feeder Fund Limited | Jersey |
| CoinShares Relative Value Opportunities Master Fund Limited | Jersey |
| CoinShares Relative Value Opportunities Feeder Fund Limited | Jersey |
| CoinShares Ethereum Integrated Strategies Master Fund Limited | Jersey |
| CoinShares Ethereum Integrated Strategies Feeder Fund Limited | Jersey |
Exhibit 11.1
COINSHARES PLC
CODE OF BUSINESS CONDUCT AND ETHICS
| A. | SCOPE |
|---|
This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees of CoinShares PLC and its subsidiaries (collectively, the “Company”). Such covered individuals are referred to herein collectively as the “Covered Persons.” This Code is intended to meet the standards of a code of ethics under the Sarbanes-Oxley Act of 2002, as amended, and the standards of a code of business conduct and ethics under the listing standards of The Nasdaq Stock Market (“Nasdaq”).
| B. | PURPOSE |
|---|
This Code is intended to (1) emphasize the Company’s commitment to ethics and compliance with the law, (2) set forth basic standards of ethical and legal behavior, (3) provide reporting mechanisms for known or suspected ethical or legal violations and (4) help prevent and detect wrongdoing.
Given the variety and complexity of ethical questions that may arise in the Company’s course of business, this Code serves only as a guide. Confronted with ethically ambiguous situations, Covered Persons should be mindful of the Company’s commitment to high ethical standards and seek advice from the Company’s Group General Counsel or other appropriate personnel, such as members of the legal and compliance department, to ensure that all actions taken on behalf of the Company honor this commitment.
| C. | Conflicts of Interest |
|---|
A ”conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Company as a whole. A conflict situation can arise when a Covered Person takes actions or has interests that may make it difficult to perform their Company work objectively and effectively. Conflicts of interest also arise when a Covered Person, or a member of their family, receives improper personal benefits as a result of their position in the Company. Loans to, or guarantees of obligations of, such persons are of special concern. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Group General Counsel. Each Covered Person should engage in and promote honest and ethical conduct, including in their handling of actual or apparent conflicts of interest between personal and professional relationships. Any Covered Person who becomes aware of a conflict or potential conflict should bring it to the attention of the Group General Counsel or consult the procedures described in this Code.
| D. | Corporate Opportunities |
|---|
Except as may otherwise be permitted by the Company in accordance with applicable law, Covered Persons are prohibited from (1) taking for themselves opportunities that are discovered through the use of Company property, information or position without the consent of the Board of Directors of the Company (the “Board”), (2) using Company property, information or position for improper personal gain, and (3) competing with the Company. Covered Persons owe a duty to the Company to advance the Company’s legitimate interests whenever possible.
| E. | Confidentiality |
|---|
In carrying out the Company’s business, Covered Persons often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties. Covered Persons must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its business, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.
Notwithstanding the confidentiality obligations in this Code, these obligations do not limit your ability to file a charge or complaint with the U.S. Securities and Exchange Commission ( “SEC”), or any other government agency or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by the SEC or any other government agency, including providing documents or other information, without notice to or approval from the Company.
| F. | Fair Dealing |
|---|
The Company is committed to maintaining the highest legal and ethical standards in the conduct of its business. Meeting this commitment is the responsibility of the Company and each and every one of its Covered Persons. Each Covered Person should endeavor to deal fairly with the Company’s customers, suppliers, service providers, competitors and employees. No Covered Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.
| G. | Protection and ProperUse of Company Assets |
|---|
All Covered Persons should seek to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s financial performance. Officers, directors and employees must use the Company’s assets and services solely for legitimate business purpose of the Company and not for any personal benefit or the personal benefit of anyone else.
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Notwithstanding the obligations to protect the Company’s assets and ensure their efficient use described above, these obligations do not limit your ability to file a charge or complaint with the SEC, or any other government agency or otherwise participate in or fully cooperate with any investigation or proceeding that may be conducted by the SEC or any other government agency, including providing documents or other information, without notice to or approval from the Company.
| H. | Compliance with Laws,Rules and Regulations |
|---|
Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All Covered Persons must respect and obey the laws of the cities, states and countries in which the Company operates. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. Covered Persons should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any questions relating to how these policies should be interpreted or applied should be addressed to the Group General Counsel.
| I. | Insider Trading |
|---|
Covered Persons are prohibited by Company policy and by law from buying or selling publicly traded securities for any purpose at a time when in possession of “material nonpublic information.” This conduct is known as “insider trading.” If you have any question about whether a particular transaction may constitute insider trading and what you need to do in such case, you should consult the Company’s Insider Trading Policy.
| J. | Timely and TruthfulPublic Disclosure |
|---|
It is the Company’s policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents it files with, or submits to, the SEC and all other governmental, quasi-governmental and self-regulatory bodies and in all other public communications made by the Company. Covered Persons shall not knowingly falsify information, misrepresent material facts, or omit material facts, necessary to avoid misleading the Company’s independent registered public accounting firm or investors. Covered Persons shall never take any action to coerce, manipulate, mislead, or fraudulently influence the Company’s independent registered public accounting firm in the performance of its audit or review of the Company’s financial statements.
| K. | ADMINISTRATION |
|---|
Waivers
Any waiver or amendment of this Code for any executive officer, the principal financial officer, the principal accounting officer, the controller or any person performing similar functions or director may be made only by the Board of Directors of the Company and will be promptly disclosed as required by law or the requirements of the SEC and Nasdaq.
3
Reporting of Known or Suspected Violationsor Illegal or Unethical Behavior
Covered Persons should promptly report (openly or confidentially and/or anonymously if you are an employee of the Company) in any of the manners described below:
| ● | Any questionable accounting, internal accounting<br>controls or auditing matters (an “Accounting Allegation”); |
|---|---|
| ● | Any possible non-compliance with applicable legal<br>and regulatory requirements (a “Legal Allegation”); |
| --- | --- |
| ● | Any possible non-compliance with this Code (a<br>“Code Allegation”); and |
| --- | --- |
| ● | Any alleged retaliation against employees and<br>other persons who make, in good faith, Accounting Allegations, Legal Allegations or Code Allegations (a “Retaliatory Act”). |
| --- | --- |
In addition to any other avenue available, you may, in your sole discretion, report to the chairperson of the Audit Committee of the Board (the “Audit Committee”), or the Group General Counsel:
| ● | in writing to the chairperson of the Audit Committee, or the Group General Counsel, as applicable, at<br>auditcommittee@Coinshares.com; |
|---|---|
| ● | by calling the CoinShares PLC Integrity Hotline toll-free number listed in Annex A; or |
| --- | --- |
| ● | by accessing the CoinShares PLC Integrity Hotline at the website listed in Annex A. |
| --- | --- |
The Company will take measures to protect the confidentiality of any report made, subject to applicable law, regulation, or legal proceedings. The Company will not permit or tolerate discrimination or retaliation of any kind by or on behalf of the Company nor any director, officer, employee, contractor, subcontractor, or agent of the Company against employees who make honest and good faith reports regarding alleged violations of this Code or other allegations regarding illegal, unethical, or non-compliant behavior. These prohibitions also apply to the Company’s subsidiaries and affiliates whose financial information is included in the consolidated financial statements of the Company.
While it is the Company’s desire to address matters internally, nothing in this Code or any other policy of the Company or agreement with the Company should discourage you from (i) reporting, cooperating, communicating or filing a charge or complaint with the SEC or any other governmental or law enforcement entity concerning possible violations of any legal or regulatory requirement, including any violation of the securities laws, antitrust or competition laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the appropriate regulatory authority; or (ii) making disclosures, including providing documents or other information to any governmental entity that are protected under the whistleblower provisions of any applicable law or regulation without notice to or approval of the Company, so long as (1) such communications and disclosures are consistent with applicable law and (2) the information disclosed was not obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted by an attorney pursuant to the applicable federal law, attorney conduct rules or otherwise). This Code should not be construed to prohibit you from testifying, participating or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation. The Company will not limit your right to receive an award for providing information to the SEC or any other government agency pursuant to the whistleblower provisions of any applicable law or regulation. Any provisions of any agreement between Company and any employee or former employee that is inconsistent with the above language or that may limit the ability of any person to receive an award under the whistleblowing provisions of applicable law is deemed invalid and will not be enforced by the Company.
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Directors, officers, and employees shall not discharge, demote, suspend, threaten, harass or in any other manner discriminate or retaliate against any other employee because any person (i) makes a good faith report of a violation; (ii) reports or makes disclosures to, or cooperates, communicates, or filed charges or complaints with the SEC or any other governmental or law enforcement entity; or (iii) seeks or receives a whistleblower award for providing information to the SEC or any other government agency pursuant to the whistleblower provisions of any applicable law or regulation.
| L. | ACCOUNTABILITY FOR ADHERENCE TO THIS CODE |
|---|
All Covered Persons are expected to comply with all of the provisions of this Code. The Code will be strictly enforced throughout the Company and violations will be dealt with immediately.
If the Company’s Audit Committee, Group General Counsel, Chief Executive Officer, or their respective designees determine that this Code has been violated, either directly, by failing to report a violation, or by withholding information related to a violation, the offending Covered Person may be disciplined for noncompliance with penalties up to and including dismissal. Such penalties may include a written letter of reprimand, disgorgement, suspension with or without pay or benefits, and termination of employment.
Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Person and the Company. All Covered Persons are expected to cooperate in internal investigations of alleged misconduct.
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AnnexA
CoinSharesPLC Integrity Hotline
| URL (English) | https://report.whistleb.com/en-GB/coinshares |
|---|---|
| URL (French) | https://report.whistleb.com/fr/coinshares |
| URL (Swedish) | https://report.whistleb.com/sv/coinshares |
| Toll-Free Hotline | United Kingdom: 0207-6601375<br><br> <br><br><br> <br>United States: (855) 666-3210<br><br> <br><br><br> <br>Brazil: 0800 591 2078<br><br> <br><br><br> <br>Spain: 900-833826<br><br> <br><br><br> <br>GF Transparency Line Code for Brazil, Spain United Kingdom and United States: 975246<br><br> <br><br><br> <br>In-country phone number Poland: 00800-1124498<br><br> <br><br><br> <br>GF Transparency Line Poland Code: 975248<br><br> <br><br><br> <br>In-country phone number Sweden: 08-42003154<br><br> <br><br><br> <br>GF Transparency Line Sweden (Uponor Ab) Code: 975247 |
6
Exhibit 15.1
UNAUDITED PRO FORMA CONDENSEDCOMBINED 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 Shell Company Report.
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, with offices in Paris, London and New York. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers and in the US by the Securities and Exchange Commission and Financial Industry Regulatory Authority. CoinShares was 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 the audited financial statements for the period from May 24, 2024 (inception) through December 31, 2024, included elsewhere in the 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 the 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’sDiscussion and Analysis of Financial Condition and Results of Operations” and “CoinShares’ Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the 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 March 31, 2026 (the “Closing Date”), CoinShares PLC, a public company limited by shares organized under the laws of Jersey (f/k/a Odysseus Holdings Limited, the “Company” or “Holdco”), consummated its previously announced business combination (the “Business Combination”) pursuant to Business Combination Agreement, dated as of September 8, 2025 (the “Business Combination Agreement”), by and among the Company, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey (“CoinShares”), Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“Vine Hill”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company (“SPAC Merger Sub”).
Pursuant to the Business Combination Agreement, (a) Vine Hill merged with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of the Company (the “SPAC Merger”) and with each Vine Hill shareholder receiving one no par value ordinary share of the Company (each, a “Ordinary Share”) for each Vine Hill Class A ordinary share (each, a “Vine Hill Class A Share”), (b) among other things, SPAC Merger Sub acquired 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 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 became 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 the Company and will be liquidated, each as more fully described in the final prospectus of the Company and definitive proxy statement of Vine Hill, dated March 16, 2026 (the “Proxy Statement/Prospectus”), which was filed with the SEC. Following the consummation of the transactions contemplated by the Business Combination Agreement, SPAC Merger Sub was liquidated. As a result of the Business Combination, CoinShares became a wholly-owned subsidiary of the Company and the Company has become a publicly traded company.
In connection with the Business Combination, (i) one day prior to the effective time of the SPAC Merger, Vine Hill Capital Sponsor I LLC (the “Sponsor”) forfeited to Vine Hill for no consideration Class B ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class B Share”) held by it and (ii) the Sponsor forfeited to Vine Hill for no consideration all of the warrants to purchase Vine Hill Class A Shares purchased by the Sponsor in a private placement concurrent with Vine Hill’s initial public offering (the “Vine Hill Private Warrants”), upon which forfeiture the Vine Hill Private Warrants were cancelled.
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 conversion of the Vine Hill Class B Shares) converted into one Ordinary Share and (b) each outstanding public warrant of Vine Hill (each, a “Vine Hill Public Warrant”) was assumed by the Company as a public warrant of the Company (each, a “Warrant”), having substantially the same terms and conditions and exercisable for Ordinary Shares.
As consideration for the Scheme of Arrangement, at the effective time of the Scheme of Arrangement, (w) each CoinShares Share that was issued and outstanding (other than the PIPE Shares (as defined below)) was exchanged for the number of 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 was issued and outstanding and had vested pursuant to its terms was 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 was unvested was converted into an option to purchase a number of Ordinary Shares (each a “Company Option”) 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 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 was exchanged for one 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.
2
PIPE Investment
Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, CoinShares and the Company 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 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 was permitted to elect to reduce the number of PIPE Investment Shares that it was 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 of Vine Hill held to approve the Business Combination (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). The PIPE Investor held and did not submit for redemption 102,020 Vine Hill Class A Shares, purchased 4,897,980 PIPE Investment Shares immediately prior to the effective time of the Scheme of Arrangement and was also issued the 1,666,667 Commitment Fee Shares immediately prior to the effective time of the Scheme of Arrangement.
Per the terms of Vine Hill’s letter agreement with its placement agent, the placement agent was 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 $46.2 million, net of $2.8 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 below for the impact on the unaudited pro forma condensed combined financial information.
Forfeiture of Founder Shares and Private PlacementWarrants
Pursuant to the Sponsor Support Agreement dated September 8, 2025, immediately prior to the closing of the Business Combination, the Sponsor irrevocably forfeited and surrendered 2,933,333 Sponsor Forfeited Shares for no consideration as a contribution to the capital of Vine Hill. Additionally, pursuant to the Sponsor Agreement, one day prior to the SPAC Effective Time, each of the 5,500,000 Vine Hill Private Warrants held by the Sponsor were automatically 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.
3
Accounting Treatment
CoinShares is treated as the “acquirer” and Vine Hill is treated as the “acquiree” for financial reporting purposes given that Holdco’s operations comprise the operations of CoinShares’, CoinShares’ existing shareholders are the largest shareholder group of Holdco, and CoinShares’ executive management is the executive management of Holdco. Further, CoinShares’ existing shareholders have the majority voting equity interests of the post-combination company, one of CoinShares’ existing shareholders has the largest single minority voting interest in the post-combination company, CoinShares’ existing senior management team comprises the senior management of the post-combination company, the post-combination company assumes 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 nominated three of the five directors, they were subject to the acceptance of CoinShares CEO and Chairman. Under this method of accounting, the net assets of CoinShares are 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 IFRS 3, BusinessCombinations (“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 is 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 IFRS 2, 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 IFRS 2, 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 represent compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Closing were 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 were assumed to be part of the Business Combination and were assumed as a part of the identifiable net assets of Vine Hill. The replacement of warrants was then separately accounted for under International Accounting Standard 32, Financial Instruments: Presentation (“IAS 32”). As the fair value of Vine Hill Public Warrants has a similar fair value to those of Holdco Warrants as of the Closing, no material impact into profit or loss was recognized.
Business Combination Approval
The Extraordinary General Meeting of shareholders of Vine Hill was held on March 27, 2026, where the Vine Hill’s shareholders considered and approved, among other matters, a proposal to approve the Business Combination Agreement and the transactions contemplated thereby. In connection with the Extraordinary General Meeting, holders of 20,707,319 Public Shares exercised their right to redeem those shares for a pro rata portion of the cash in the Vine Hill Trust Account, which equaled approximately $10.71 per share, for an aggregate of approximately $221.8 million.
4
The following summarizes the pro forma outstanding shares:
| Shares | % | ||||
|---|---|---|---|---|---|
| CoinShares Shareholders^(1) (2)^ | 120,000,000 | 90.7 | % | ||
| Vine Hill Public Shareholders^(3)(4)^ | 1,292,681 | 1.0 | % | ||
| Sponsor^(5)(6)^ | 4,400,001 | 3.3 | % | ||
| PIPE Investor^(7)^ | 6,564,647 | 5.0 | % | ||
| Pro forma Holdco Ordinary Shares | 132,257,329 | 100.0 | % | ||
| (1) | Excludes shares underlying260,922 Unvested CoinShares Options. | ||||
| --- | --- | ||||
| (2) | Calculated as the number ofissued and outstanding CoinShares Shares as of March 26, 2026 of 65,538,673, excluding 1,139,537 shares held in treasury by CoinShares,and 260,922 shares underlying Unvested CoinShares Options multiplied by an Equity Exchange Ratio of approximately 1.8237. | ||||
| --- | --- | ||||
| (3) | Reflects the redemption of20,707,319 Vine Hill Public Shares in conjunction with the Extraordinary General Meeting held on March 27, 2026. | ||||
| --- | --- | ||||
| (4) | Excludes 11,000,000 Vine HillPublic Shares underlying the Vine Hill Public Warrants. | ||||
| --- | --- | ||||
| (5) | Excludes 5,500,000 Vine HillPublic Shares underlying 5,500,000 Vine Hill Private Warrants, which have been forfeited one day prior to the close of the Business Combination. | ||||
| --- | --- | ||||
| (6) | Excludes the 2,993,333 SponsorForfeited Shares which have been forfeited immediately prior to the close of the Business Combination. | ||||
| --- | --- | ||||
| (7) | Includes the subscription andpurchase of 4,987,980 PIPE Investment Shares for a purchase price of $10.00 per share, plus 1,666,667 Commitment Fee Shares in considerationof the PIPE Subscription Agreement. | ||||
| --- | --- |
5
UNAUDITED PRO FORMA CONDENSEDCOMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2025
(in thousands, except share and per share amounts)
| Vine Hill<br> <br>(US GAAP Historical) | IFRS<br> Conversion and Presentation Alignment<br><br> (Note 2) | Dividend<br> Payable (Note 3) | PIPE<br> Financing (Note 3) | Transaction Accounting Adjustments<br> <br>(Note 3) | Pro<br> Forma Combined | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||||||||||||||
| Non-current<br> assets: | ||||||||||||||||||||||
| Property,<br> plant and equipment | 2,896 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 2,896 | |||||||||
| Goodwill | 2,820 | — | — | — | — | — | 2,820 | |||||||||||||||
| Other<br> intangible assets | 12,082 | — | — | — | — | — | 12,082 | |||||||||||||||
| Investments | 25,598 | — | — | — | — | — | 25,598 | |||||||||||||||
| Trade<br> and other receivables | 1,283 | — | — | — | — | — | 1,283 | |||||||||||||||
| Other<br> non-current assets | 1,052 | — | — | — | — | — | 1,052 | |||||||||||||||
| Investments<br> held in Trust Account | — | 229,052 | — | — | — | (215,208 | ) | C | — | |||||||||||||
| (13,844 | ) | C | ||||||||||||||||||||
| Total<br> non-current assets | 45,731 | 229,052 | — | — | — | (229,052 | ) | 45,731 | ||||||||||||||
| Current<br> assets: | ||||||||||||||||||||||
| Cash<br> and cash equivalents | 73,235 | 606 | — | (12,294 | ) | A | 46,177 | B | 13,844 | C | 60,203 | |||||||||||
| (43,545 | ) | D | ||||||||||||||||||||
| (2,340 | ) | E | ||||||||||||||||||||
| (15,480 | ) | F | ||||||||||||||||||||
| Digital<br> assets | 4,449,319 | — | — | — | — | — | 4,449,319 | |||||||||||||||
| Other<br> current assets | 208,337 | 229 | — | — | — | — | 208,566 | |||||||||||||||
| Digital<br> asset ETPs | 1,399,913 | — | — | — | — | — | 1,399,913 | |||||||||||||||
| Trade<br> and other receivables | 5,076 | — | — | — | — | — | 5,076 | |||||||||||||||
| Total<br> current assets | 6,135,880 | 835 | — | (12,294 | ) | 46,177 | (47,521 | ) | 6,123,077 | |||||||||||||
| Total<br> assets | 6,181,611 | $ | 229,887 | $ | — | $ | (12,294 | ) | $ | 46,177 | $ | (276,573 | ) | $ | 6,168,808 | |||||||
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||||
| Current<br> liabilities: | ||||||||||||||||||||||
| XBT<br> Certificate Liabilities | 3,467,370 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 3,467,370 | |||||||||
| CS<br> Physical Certificate Liabilities | 1,905,442 | — | — | — | — | — | 1,905,442 | |||||||||||||||
| Amounts<br> due to brokers | 128,449 | — | — | — | — | — | 128,449 | |||||||||||||||
| Trade<br> and other payables | 11,632 | — | — | — | — | (792 | ) | D | 10,840 | |||||||||||||
| Other<br> current liabilities | 238,660 | 121 | — | (12,294 | ) | A | — | (9,238 | ) | F | 217,249 | |||||||||||
| Current<br> lease liabilities | 846 | — | — | — | — | — | 846 | |||||||||||||||
| Current<br> tax liabilities | 251 | — | — | — | — | — | 251 | |||||||||||||||
| Deferred<br> compensation - related parties | — | 649 | — | — | — | (649 | ) | D | — | |||||||||||||
| Total<br> current liabilities | 5,752,650 | 770 | — | (12,294 | ) | — | (10,679 | ) | 5,730,447 | |||||||||||||
| Non-current<br> liabilities: | ||||||||||||||||||||||
| Non-current<br> lease liabilities | 2,027 | — | — | — | — | — | 2,027 | |||||||||||||||
| Other<br> non-current liabilities | 476 | — | — | — | — | — | 476 | |||||||||||||||
| Non-current<br> loans | 27,857 | — | — | — | — | — | 27,857 | |||||||||||||||
| Deferred<br> legal fees | — | 702 | — | — | — | (702 | ) | D | — | |||||||||||||
| Deferred<br> underwriting fee payable | — | 7,700 | — | — | — | (7,700 | ) | G | — | |||||||||||||
| Vine<br> Hill Class A shares subject to possible redemption | — | — | 229,052 | — | — | (221,763 | ) | C | — | |||||||||||||
| 7,667 | G | |||||||||||||||||||||
| (14,956 | ) | H | ||||||||||||||||||||
| Warrant<br> liability | — | — | 20,625 | — | — | (6,875 | ) | H | 13,750 | |||||||||||||
| Total<br> non-current liabilities | 30,360 | 8,402 | 249,677 | — | — | (244,329 | ) | 44,110 | ||||||||||||||
| Total<br> liabilities | 5,783,010 | $ | 9,172 | $ | 249,677 | $ | (12,294 | ) | $ | — | $ | (255,008 | ) | $ | 5,774,557 | |||||||
| Commitments<br> and contingencies: | ||||||||||||||||||||||
| Class<br> A ordinary shares subject to possible redemption; 22,000,000 shares outstanding at 10.41 per share at June 30, 2025 | — | 229,052 | (229,052 | ) | — | — | ||||||||||||||||
| Equity/(Deficit): | ||||||||||||||||||||||
| Share<br> capital | 44 | — | — | — | 4 | B | (48 | ) | I | — | ||||||||||||
| Preference<br> shares, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2025 | — | — | — | — | — | — | — | |||||||||||||||
| Class<br> A ordinary shares, 0.0001 par value; 200,000,000 authorized shares; none issued or outstanding at June 30, 2025 (excluding 22,000,000<br> shares subject to possible redemption) | — | — | — | — | — | — | — | |||||||||||||||
| Class<br> B ordinary shares, 0.0001 par value, 20,000,000 authorized shares; 7,333,334 shares issued and outstanding at June 30, 2025 | — | 1 | — | — | — | (1 | ) | H | — | |||||||||||||
| Holdco<br> Ordinary Shares, no par value | — | — | — | — | — | 14,957 | H | 15,005 | ||||||||||||||
| 48 | I | |||||||||||||||||||||
| Share<br> premium | 41,458 | — | (6,545 | ) | — | 46,173 | B | 33 | G | 145,695 | ||||||||||||
| 6,875 | H | |||||||||||||||||||||
| (8,338 | ) | J | ||||||||||||||||||||
| 66,039 | K | |||||||||||||||||||||
| Other<br> reserves | 1,488,266 | — | — | — | — | — | 1,488,266 | |||||||||||||||
| Accumulated<br> deficit | (1,131,167 | ) | (8,338 | ) | (14,080 | ) | — | — | 6,555 | C | (1,254,715 | ) | ||||||||||
| (41,402 | ) | D | ||||||||||||||||||||
| (2,340 | ) | E | ||||||||||||||||||||
| (6,242 | ) | F | ||||||||||||||||||||
| 8,338 | J | |||||||||||||||||||||
| (66,039 | ) | K | ||||||||||||||||||||
| Total<br> equity (deficit) | 398,601 | (8,337 | ) | (20,625 | ) | — | 46,177 | (21,565 | ) | 394,251 | ||||||||||||
| Total<br> liabilities and equity (deficit) | 6,181,611 | $ | 229,887 | $ | — | $ | (12,294 | ) | $ | 46,177 | $ | (276,573 | ) | $ | 6,168,808 |
All values are in US Dollars.
6
UNAUDITED PRO FORMA CONDENSEDCOMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDEDJUNE 30, 2025
(in thousands, exceptshare and per share amounts)
| CoinShares<br> <br>(IFRS Historical) | Vine Hill<br> <br>(US GAAP Historical) | IFRS Conversion and Presentation Alignment (Note 2) | Dividend Payable (Note 3) | PIPE Financing (Note 3) | Transaction Accounting Adjustments (Note 3) | Pro Forma Combined | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Management fees | $ | 59,613 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 59,613 | ||||||
| Other revenue | 20,519 | — | — | — | — | — | 20,519 | |||||||||||||
| Cost of Sales | (8,787 | ) | — | — | — | — | — | (8,787 | ) | |||||||||||
| Gross Profit | 71,345 | — | — | — | — | — | 71,345 | |||||||||||||
| Administrative expenses | (16,700 | ) | (1,097 | ) | — | — | — | 654 | AA | (26,378 | ) | |||||||||
| (9,235 | ) | BB | ||||||||||||||||||
| Gain on certificate liabilities | 137,403 | — | — | — | — | — | 137,403 | |||||||||||||
| Other operating gains through profit and loss | 303,409 | — | — | — | — | — | 303,409 | |||||||||||||
| Operating profit/ (loss) | 495,457 | (1,097 | ) | — | — | — | (8,581 | ) | 485,779 | |||||||||||
| Fair value loss on investments through profit and loss | 49 | — | — | — | — | — | 49 | |||||||||||||
| Fair value change in warrants through profit and loss | — | — | (11,990 | ) | — | — | — | (11,990 | ) | |||||||||||
| Finance costs | (3,054 | ) | — | — | — | — | — | (3,054 | ) | |||||||||||
| Finance income | 476 | — | — | — | — | — | 476 | |||||||||||||
| Interest income on Trust Account | — | 4,758 | — | — | — | (4,758 | ) | CC | — | |||||||||||
| Interest income on operating account | — | 16 | — | — | — | — | 16 | |||||||||||||
| Profit before tax | 492,928 | 3,677 | (11,990 | ) | — | — | (13,339 | ) | 471,276 | |||||||||||
| Income taxes | (657 | ) | — | — | — | — | — | (657 | ) | |||||||||||
| Profit after tax for the period | 492,271 | 3,677 | (11,990 | ) | — | — | (13,339 | ) | 470,619 | |||||||||||
| Other comprehensive income | ||||||||||||||||||||
| Fair value loss on digital assets through other comprehensive income | (435,107 | ) | — | — | — | — | — | (435,107 | ) | |||||||||||
| Exchange differences on translation of foreign operations | 1,544 | — | — | — | — | — | 1,544 | |||||||||||||
| Fair value gain on financial assets through other comprehensive income | 370 | — | — | — | — | — | 370 | |||||||||||||
| Total other comprehensive loss | (433,193 | ) | — | — | — | — | — | (433,193 | ) | |||||||||||
| Total comprehensive income | $ | 59,078 | $ | 3,677 | $ | (11,990 | ) | $ | — | $ | — | $ | (13,339 | ) | $ | 37,426 | ||||
| Net profit (loss) per share (Note 4): | ||||||||||||||||||||
| Earnings per share (basic) | $ | 7.51 | ||||||||||||||||||
| Earnings per share (diluted) | $ | 7.27 | ||||||||||||||||||
| Net income per share, Class A shares subject to possible redemption - basis and diluted | $ | 0.13 | ||||||||||||||||||
| Net income per share, Class B non-redeemable ordinary shares - basis and diluted | $ | 0.13 | ||||||||||||||||||
| Weighted average shares outstanding - basic | 132,257,329 | |||||||||||||||||||
| Weighted average shares outstanding - diluted | 132,518,251 | |||||||||||||||||||
| Net profit per share - basic | $ | 3.56 | ||||||||||||||||||
| Net profit per share - diluted | $ | 3.55 |
7
UNAUDITED PRO FORMA CONDENSEDCOMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER31, 2024
(in thousands, except shareand per share amounts)
| For the Year Ended December 31, <br><br>2024 | For the period from May 24,<br><br> 2024 (inception) through December 31, <br><br>2024 | IFRS Conversion and | Transaction | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CoinShares<br> <br>(IFRS Historical) | Vine Hill<br> <br>(US GAAP Historical) | Presentation Alignment (Note 2) | Dividend Payable (Note 3) | PIPE Financing (Note 3) | Accounting Adjustments (Note 3) | Pro Forma Combined | ||||||||||||||
| Management fees | $ | 111,691 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 111,691 | ||||||
| Other revenue | 43,599 | — | — | — | — | — | 43,599 | |||||||||||||
| Cost of Sales | (15,209 | ) | — | — | — | — | — | (15,209 | ) | |||||||||||
| Gross Profit | 140,081 | — | — | — | — | — | 140,081 | |||||||||||||
| Administrative expenses | (59,561 | ) | (1,065 | ) | — | — | — | (38,753 | ) | DD | (93,502 | ) | ||||||||
| (2,340 | ) | EE | ||||||||||||||||||
| 418 | AA | |||||||||||||||||||
| 7,799 | BB | |||||||||||||||||||
| IFRS 2 listing expense | — | — | — | — | — | (66,039 | ) | FF | (66,039 | ) | ||||||||||
| Reversal of valuation loss on digital assets | 23,898 | — | — | — | — | — | 23,898 | |||||||||||||
| Loss on certificate liabilities | (2,950,574 | ) | — | — | — | — | — | (2,950,574 | ) | |||||||||||
| Other operating gains through profit and loss | 528,593 | — | — | — | — | — | 528,593 | |||||||||||||
| Operating loss | (2,317,563 | ) | (1,065 | ) | — | — | — | (98,915 | ) | (2,417,543 | ) | |||||||||
| Exceptional income | 36,816 | — | — | — | — | — | 36,816 | |||||||||||||
| Fair value loss on investments through profit and loss | (495 | ) | — | — | — | — | — | (495 | ) | |||||||||||
| Fair value change in warrants through profit and loss | — | — | (715 | ) | — | — | — | (715 | ) | |||||||||||
| Loss on associates | (74 | ) | — | — | — | — | — | (74 | ) | |||||||||||
| Finance income | 8,495 | — | — | — | — | — | 8,495 | |||||||||||||
| Finance costs | (11,538 | ) | — | — | — | — | — | (11,538 | ) | |||||||||||
| Income on investments held in trust account | — | 3,194 | — | — | — | (3,194 | ) | CC | — | |||||||||||
| Interest Income from operating account | — | 16 | — | — | — | — | 16 | |||||||||||||
| Credit for over-allotment option liability expiration | — | 136 | — | — | — | — | 136 | |||||||||||||
| (Loss)/profit before tax | (2,284,359 | ) | 2,281 | (715 | ) | — | — | (102,109 | ) | (2,384,902 | ) | |||||||||
| Income taxes | (935 | ) | — | — | — | — | — | (935 | ) | |||||||||||
| (Loss)/profit for the year | (2,285,294 | ) | 2,281 | (715 | ) | — | — | (102,109 | ) | (2,385,837 | ) | |||||||||
| Other comprehensive income | ||||||||||||||||||||
| Fair value gain on digital assets through other comprehensive income | 2,430,843 | — | — | — | — | — | 2,430,843 | |||||||||||||
| Exchange differences on translation of foreign operations | 4,145 | — | — | — | — | — | 4,145 | |||||||||||||
| Fair value loss on financial assets through other comprehensive income | (450 | ) | — | — | — | — | — | (450 | ) | |||||||||||
| Total other comprehensive income for the year | 2,434,538 | — | — | — | — | — | 2,434,538 | |||||||||||||
| Total comprehensive income for the year | $ | 149,244 | $ | 2,281 | $ | (715 | ) | $ | — | $ | — | $ | (102,109 | ) | $ | 48,701 | ||||
| Net profit (loss) per share (Note 4): | ||||||||||||||||||||
| Loss per share (basic) | $ | (34.34 | ) | |||||||||||||||||
| Loss per share (diluted) | $ | (34.34 | ) | |||||||||||||||||
| Net income per share, Class A shares subject to possible redemption - basis and diluted | $ | 0.12 | ||||||||||||||||||
| Net income per share, Class B non-redeemable ordinary shares - basis and diluted | $ | 0.12 | ||||||||||||||||||
| Weighted average shares outstanding - basic and diluted | 132,257,329 | |||||||||||||||||||
| Net loss per share - basic and diluted | $ | (18.04 | ) |
8
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
The historical consolidated financial statements of CoinShares have been prepared in accordance with IFRS and in its presentation and reporting currency of United States Dollars ($). The historical financial statements of Vine Hill have been prepared in accordance with U.S. GAAP in its presentation and reporting currency of United States Dollars ($).
The Business Combination will be accounted for as a share-based payment transaction, with no goodwill or other intangible assets recorded. Under this method of accounting, Vine Hill is treated as the “accounting acquiree” and CoinShares as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of CoinShares issuing shares for the net assets of Vine Hill, followed by a recapitalization. The net assets of CoinShares are stated at historical cost.
The unaudited pro forma condensed combined statement of financial position as of June 30, 2025 gives effect to the Business Combination and related transactions as if they 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 effect to the Business Combination and related transactions as if they occurred on January 1, 2024.
The pro forma adjustments reflecting the consummation of the Business Combination and the related transaction are based on currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and the related transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Lastly, due to the nature of the adjusting entries and the fact that CoinShares is domiciled in Jersey, a territory with no income tax, there is no tax effect to any of the pro forma adjustments.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Vine Hill and CoinShares.
9
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 2. IFRS Policy and Presentation Alignment
The historical financial information of Vine Hill has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial statements. Based on a preliminary analysis, the adjustments required to convert Vine Hill’s financial statements from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial statements were 1) to reclassify the Vine Hill Class A Shares subject to redemption from commitments and contingencies to non-current liabilities under IFRS 2 and 2) to reclassify the Vine Hill Public Warrants and Vine Hill Private Warrants from share premium to non-current liabilities due to the presence of a cashless settlement feature and the mark-to-market adjustment. The fair value of Vine Hill Public Warrants and Vine Hill Private Warrants amounting to $20.6 million was estimated based on the market price of the Vine Hill Public Warrants of $1.25 (as of March 27, 2026). The liability is subject to re-measurement at each statement of financial position date until such time the warrants are exercised, expire or qualify for equity classification, and any change in fair value will be recognized in the statement of comprehensive income. The cumulative change in fair value from the date of issuance amounting to $14.1 million is included in accumulated deficit on the unaudited condensed consolidated pro forma statement of financial position. The change in fair value for the Vine Hill Public Warrants is presented in 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, as a $12.0 million loss and a $0.7 million loss, respectively. This activity represents the change in the fair value of the warrants from December 31, 2024 to March 27, 2026 and inception to December 31, 2024, respectively. There is no change in fair value impact for the Vine Hill Private Warrants on the unaudited pro forma condensed combined statements of comprehensive income as the Vine Hill Private Warrants are being forfeited one day prior to the SPAC Effective Time.
Further, as part of the preparation of the unaudited pro forma condensed combined financial statements, certain reclassifications were made to align Vine Hill’s historical financial statements in accordance with the presentation of CoinShares’ historical financial statements.
Note 3. Adjustments to Unaudited Pro FormaCondensed Combined Financial Information
Adjustments to Unaudited Pro Forma CondensedCombined Statement of Financial Position resulting from Subsequent Dividend Declaration
| A. | Represents CoinShares’ dividends paid subsequent to June 30, 2025 in the amount of $6.1 million,<br>paid in October 2025, and the remaining $6.2 million paid in December 2025. CoinShares declared a dividend in the amount of $25.1 million<br>in April 2025, of which dividends paid of $12.8 million have been reflected in the June 30, 2025 historical financial statements. The<br>entire amount of the subsequent payment of $12.3 million that is reflected in other current liabilities as of June 30, 2025, is included<br>in the Unaudited Pro Forma Condensed Combined Statement of Financial position under the assumption that the dividend was made in contemplation<br>of the Business Combination. |
|---|
Adjustments to Unaudited Pro Forma CondensedCombined Statement of Financial Position resulting from PIPE Financing Transaction
| B. | Represents the pro forma adjustment to record gross proceeds of $49.0 million from PIPE Investor in return<br>for the issuance of a total of 6,564,647 CoinShares Shares (consisting of 4,897,980 PIPE Investment Shares and 1,666,667 Commitment Fee<br>Shares). Gross proceeds of $49.0 million, net of $2.8 million in equity issuance costs, were allocated to the CoinShares Shares as follows:<br>(1) $4 thousand was allocated to share capital based on the par value of CoinShares Shares of $0.00066825 per share and (2) the remaining<br>$46.2 million of the net proceeds was allocated to share premium. |
|---|
Adjustments to Unaudited Pro Forma CondensedCombined Statement of Financial Position
The adjustments included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2025 are as follows:
| C. | Reflects the reclassification of $13.8 million held in the Trust Account to cash that was available at<br>closing of the Business Combination, which includes additional interest income of $6.6 million earned subsequent to June 30, 2025. This<br>reclassification is net of the redemptions of 20,707,319 Vine Hill Public Shares for aggregate redemption payments of $221.8 million using<br>a redemption price of $10.71 per share in connection with the Extraordinary General Meeting which occurred on March 27, 2026. |
|---|
10
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
| D. | Represents the amount of total transaction costs of $43.6 million incurred in relation to the Business<br>Combination related to advisory, legal, accounting, and placement agent fees. As of June 30, 2025, the transaction costs include 1) $0.7<br>million of deferred legal fees that have been incurred and recorded within deferred legal fees within the unaudited condensed statement<br>of financial position of Vine Hill, 2) $0.6 million of deferred compensation payments to Vine Hill’s Chief Executive Officer, Chief<br>Financial Officer, and Executive Director for their services prior to the consummation of the Business Combination that have been incurred<br>and recorded within deferred compensation - related parties within the unaudited condensed statement of financial position of Vine Hill,<br>and 3) $0.8 million of accounting fees that have been incurred and recorded within trade and other payables within the unaudited condensed<br>combined statement of financial position of CoinShares, all of which were paid at the close of the Business Combination. The balance of<br>transaction costs of $41.3 million are not reflected in the historical financial statements of Vine Hill or CoinShares. All transaction<br>costs were expensed as a part of the Business Combination. |
|---|---|
| E. | Reflects the cash payment of $2.3 million related to transaction bonuses paid to non-US employees of CoinShares<br>at the close of the Business Combination. Of this amount, $2.0 million is related to the transaction bonus itself and $0.3 million is<br>related to the payment of the CoinShares employer payroll taxes for the bonus recipients. |
| --- | --- |
| F. | Reflects 1) the total cash payment of $15.5 million ($14.4 million paid to the holders of Vested CoinShares<br>Options and $1.1 million related to payroll taxes) and 2) the derecognition of the share option liability and associated payroll taxes<br>of $9.2 million related to vested CoinShares Options that, immediately prior to the Business Combination, were cancelled and converted<br>into a right to receive cash. Additionally, CoinShares replaced Unvested CoinShares Options with equivalent Converted Options, which remain<br>outstanding as a liability in the pro forma condensed combined statement of financial position. This represents a modification of a share-based<br>award. Under IFRS 2, the expense is determined as the excess of the fair value of the award immediately after the modification as compared<br>to immediately before. Since the replacement awards have identical terms to the Unvested CoinShares Options and management did not expect<br>any change in share price at the time of modification, no additional compensation cost has been reflected in the unaudited pro forma condensed<br>combined statement of comprehensive income. |
| --- | --- |
| G. | To reflect the waiver of the $7.7 million deferred underwriting fee that was originally due and payable<br>on the Closing Date. Of this amount, $33 thousand was originally allocated to share premium and $7.7 million was originally allocated<br>to Vine Hill Class A Shares subject to possible redemption based upon the allocation of Vine Hill’s initial offering costs. |
| --- | --- |
| H. | Reflects the reclassification of $15.0 million of Vine Hill Class A Shares that were subject to possible<br>redemption into Holdco Ordinary Shares (increased by the waived deferred underwriting fee of $7.7 million as noted in adjustment G<br>above), the forfeiture of 2,933,333 Vine Hill Class B Shares by the Sponsor, and the ultimate reclassification of the remaining Vine Hill<br>Class B Shares into Holdco Ordinary Shares in the amount of $1 thousand as a result of a series of transactions as part of the Business<br>Combination. |
| --- | --- |
Additionally, this adjustment reflects the forfeiture of the 5,500,000 Vine Hill Private Warrants by the Sponsor, which are recorded as liabilities under IFRS. The Vine Hill Private Warrants have a fair value of $6.9 million, based on the market price of the Vine Hill Public Warrants as discussed in Note 2 above. As the Sponsor is a related party, the forfeiture of the Vine Hill Private Warrants is, in substance, a capital transaction and therefore the fair value of the forfeited Vine Hill Private Warrants is recorded within equity.
| I. | Represents the recapitalization of CoinShares outstanding equity (share capital of $48 thousand, $44 thousand<br>of which is reflected in the historical financial statements of CoinShares and $4 thousand of which relates to the issuance of the PIPE<br>Investment Shares and Commitment Fee Shares discussed in adjustment B above) and the issuance of Holdco Ordinary Shares to existing<br>CoinShares Shareholders after giving effect to the Exchange Ratio at the close of the Business Combination. |
|---|
11
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
| J. | Reflects the elimination of Vine Hill’s historical accumulated deficit. | ||
|---|---|---|---|
| K. | Represents the expense recognized for the stock exchange listing service received, in accordance with<br>IFRS 2, for the excess of the fair value of Holdco Ordinary Shares issued to Vine Hill shareholders as compared to the fair value of Vine<br>Hill’s identifiable net assets at the date of the Business Combination, resulting in a $66.0 million decrease to retained earnings.<br>The fair value of shares issued was estimated based on the market price of Vine Hill Class A Shares of $11.04 per share (as of March 27,<br>2026). The IFRS 2 listing expense, which is a non-cash and non-recurring expense, is further illustrated below: | ||
| --- | --- | ||
| As of <br><br>June 30,<br><br> 2025 | |||
| --- | --- | --- | --- |
| (in thousands except share and per share amounts) | |||
| Fair value of equity instruments deemed to have been issued by Holdco | |||
| Vine Hill Class A Share Price | $ | 11.04 | |
| Total number of Vine Hill shares at Closing (reflective of actual redemptions) | 5,692,682 | ||
| Total fair value of equity instruments issued to Vine Hill shareholders | $ | 62,847 | |
| Fair value of identifiable net assets of Vine Hill | |||
| Investments held in Trust Account^(1)^ | $ | 235,607 | |
| Cash | 606 | ||
| Prepaid expenses | 229 | ||
| Accrued liabilities | (121 | ) | |
| Deferred underwriting fee payable | (7,700 | ) | |
| Deferred legal fees | (702 | ) | |
| Deferred compensation - related parties | (649 | ) | |
| Warrant liability | (13,750 | ) | |
| Add: deferred underwriting fee payable waived by Stifel | 7,700 | ||
| Less: Transaction costs of Vine Hill | (2,649 | ) | |
| Less: Redemption of Class A Shares | (221,763 | ) | |
| Fair value of identifiable net assets of Vine Hill at June 30, 2025 | $ | (3,192 | ) |
| IFRS 2 listing expense | $ | 66,039 | |
| (1) | Includes interest earned on the Trust Account subsequent to<br>June 30, 2025. | ||
| --- | --- |
Adjustments to Unaudited Pro Forma CondensedCombined Statements of Comprehensive Income
The adjustments included in the unaudited pro forma condensed combined statement of comprehensive income for the six months ended June 30, 2025 and for the year ended December 31, 2024 are as follows:
| AA. | Reflects the reversal of the expenses incurred by Vine Hill related to fees incurred under the Vine Hill<br>Administrative Support Agreement as well as compensation to Vine Hill’s Chief Executive Officer and Chief Financial Officer for<br>services prior to the Business Combination, as if the Business Combination occurred on January 1, 2024 for purposes of the unaudited pro<br>forma condensed combined statement of comprehensive income. |
|---|
12
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
| BB. | Reflects (1) the recognition of a loss of $6.2 million for the settlement of the share option liability<br>and associated payroll taxes related to the Vested CoinShares Options that, immediately prior to the Business Combination, were cancelled<br>and converted into a right to receive cash, and (2) the reversal a $9.2 million gain and a $14.0 million loss for the fair value adjustments<br>of the Vested CoinShares Options previously recognized in the historical financial statements for the six months ended June 30, 2025 and<br>for the year ended December 31, 2024, respectively. |
|---|---|
| CC. | Reflects elimination of investment income on the Trust Account. |
| --- | --- |
| DD. | The transaction adjustment of $38.8 million for the year ended December 31, 2024 reflects the total estimated<br>transaction costs of $43.6 million related to advisory, legal, accounting, and underwriting fees as if incurred on January 1, 2024, the<br>date the Business Combination occurred for purposes of the pro forma financial information, less $1.3 million and $0.8 million of transaction<br>costs that are already recorded in the historical statements of comprehensive income of Vine Hill and CoinShares, respectively, and less<br>$2.6 million in transaction costs of Vine Hill which are included as part of the calculation of the IFRS 2 listing expense in adjustment<br>FF below. This is a non-recurring item. |
| --- | --- |
| EE. | Reflects the compensation expense for the $2.3 million transaction bonuses paid to non-US employees of<br>CoinShares at the close of the Business Combination. Of this amount, $2.0 million is related to the transaction bonus itself and $0.3<br>million is related to the payment of the CoinShares employer payroll taxes for the bonus recipients. This is a nonrecurring item. |
| --- | --- |
| FF. | Represents $66.0 million of expense recognized in accordance with IFRS 2 for the difference between the<br>fair value of Holdco Ordinary Shares issued and the fair value of Vine Hill’s identifiable net assets (refer to adjustment K<br>above). This is a nonrecurring item. |
| --- | --- |
13
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 4. Net Earnings (Loss) per Share
Net earnings (loss) per share was calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2024. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the year, the calculation of weighted average shares outstanding for basic and diluted net earnings (loss) per share assumes that the shares issuable in the Business Combination have been outstanding for the entirety of the year.
The computation of diluted net earnings (loss) per share includes the assumed exercise of options and warrants if the effect is dilutive. The assumed exercise of the options was dilutive for the six months ended June 30, 2025 and therefore was included in the diluted earnings per share calculation for that period. However, for the year ended December 31, 2024, the assumed exercise of the options was antidilutive and is therefore excluded from the diluted earnings per share calculation for this period. The assumed exercise of the Vine Hill Public Warrants is antidilutive for the six months ended June 30, 2025 and for the year ended December 31, 2024 and is therefore excluded from the diluted earnings per share calculation for these periods.
| For the <br><br>Six Months<br><br> Ended June 30, <br><br>2025 | For the<br><br> Year Ended<br><br> December 31, <br><br>2024 | ||||
|---|---|---|---|---|---|
| (in thousands except share and per share amounts) | (in thousands except share and per share amounts) | ||||
| Numerator: | |||||
| Pro forma earnings/(loss) after income tax expense^(1)^ | $ | 470,619 | $ | (2,385,837 | ) |
| Denominator: | |||||
| Weighted average shares outstanding - basic | 132,257,329 | 132,257,329 | |||
| Weighted average shares outstanding - diluted | 132,518,251 | 132,257,329 | |||
| Pro forma net earnings/(loss) per share: | |||||
| Basic | $ | 3.56 | $ | (18.04 | ) |
| Diluted | $ | 3.55 | $ | (18.04 | ) |
| Potentially dilutive securities | |||||
| Vine Hill Public Warrants | 11,000,000 | 11,000,000 | |||
| CoinShares Options | — | 260,922 | |||
| (1) | Pro forma net earnings/(loss)<br>per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined<br>Financial Information.” | ||||
| --- | --- |
14
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
We consent to the incorporation by reference in this Shell Company Report on Form 20-F (the “Report”) of our report dated March 26, 2025, relating to the financial statements of Vine Hill Capital Investment Corp. as of December 31, 2024 and the period from May 24, 2024 (inception) through December 31, 2024, which is contained in the registration statement on Form F-4 (Reg. No. 333-293885) of Odysseus Holdings Limited. We also consent to the reference to us being named “Experts” in the Report.
/s/ WithumSmith+Brown, PC
New York, New York
March 31, 2026
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
We consent to the incorporation by reference in this Shell Company Report on Form 20-F (the “Report”) of our report dated November 18, 2025 relating to the consolidated financial statements of Odysseus Holdings Limited and Subsidiary as of 18 September 2025 and for the period from 29 August 2025 (inception) to 18 September 2025 (which includes an explanatory paragraph relating to Odysseus Holdings Limited and Subsidiary’s ability to continue as a going concern), which is contained in the registration statement on Form F-4 (Reg. No. 333-293885) of Odysseus Holdings Limited. We also consent to the reference to us being named “Experts” in the Report.
/s/ WithumSmith+Brown, PC
New York, New York
March 31, 2026
Exhibit 15.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CoinShares PLC
Jersey, Channel Islands
We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of CoinShares PLC of our report dated November 21, 2025, relating to the consolidated financial statements of CoinShares International Limited, which is incorporated by reference in this Shell Company Report on Form 20-F of CoinShares PLC.
We also consent to the reference to us under the caption “Statements by Experts” in this Shell Company Report on Form 20-F of CoinShares PLC.
/s/ BDO LLP
BDO LLP
London, United Kingdom
March 31, 2026