UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

SCHEDULE 14A

____________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

VINE HILL CAPITAL INVESTMENT CORP.
(Name of Registrant as Specified in Its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of each such converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions of such CoinShares Option prior to conversion; and (z) each PIPE Share will be exchanged for one Holdco Ordinary Share. “Fully Diluted Equity Securities” means (a) CoinShares Shares issued and outstanding immediately prior to the effective time of the Scheme of Arrangement (other than the PIPE Shares) and (b) CoinShares Shares that, immediately prior to the effective time of the Scheme of Arrangement, would be issued if CoinShares Options, whether vested or unvested, were net settled by withholding CoinShares Shares upon exercise.

Concurrently with the execution of the Business Combination Agreement, in connection with a financing effort related to the Business Combination, CoinShares and Holdco entered into a subscription agreement with an institutional investor (the “PIPE Investor” and, such subscription agreement, the “PIPE Subscription Agreement”). Subject to the terms and conditions of the PIPE Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase 5,000,000 CoinShares Shares from CoinShares (the “PIPE Investment Shares” and, such investment, the “PIPE Investment”) for a total purchase price of $50,000,000. In consideration of the PIPE Investor’s commitment, CoinShares has agreed, subject to the PIPE Investor’s compliance with its obligations under the PIPE Subscription Agreement, to issue to the PIPE Investor an additional 1,666,667 CoinShares Shares as a commitment fee immediately prior to the effective time of the Scheme of Arrangement (the “Commitment Fee Shares” and together with the PIPE Investment Shares, the “PIPE Shares”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor may elect to reduce the number of PIPE Investment Shares that it is obligated to purchase under the PIPE Subscription Agreement by the number of Vine Hill Class A Shares acquired by the PIPE Investor in the open market or in privately negotiated transactions with third parties after the date of the Subscription Agreement and prior to the Extraordinary General Meeting and not submitted for redemption (on a one-for-one basis up to the total amount of PIPE Investment Shares subscribed for under the PIPE Subscription Agreement). Based on the most recent Schedule 13G filed by the PIPE Investor, the PIPE Investor holds 1,967,329 Vine Hill Class A Shares, representing approximately 39.3% of their commitment to purchase 5,000,000 PIPE Investment Shares. There is no assurance that the PIPE Investor will hold this number of Vine Hill Class A Shares, or any other number of Vine Hill Class A Shares, at the time of the Extraordinary General Meeting.

Holdco has applied to list the Holdco Ordinary Shares on The Nasdaq Stock Market (“Nasdaq”) under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination. It is a condition to the parties obligation to consummate the Business Combination that the Holdco Ordinary Shares be approved for listing on Nasdaq. However, there is no assurance that Holdco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination.

Pro Forma Ownership

The following table summarizes the pro forma ownership of Holdco immediately following the Business Combination under: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario (each term as defined elsewhere in this proxy statement/prospectus), in each case excluding the dilutive effect of the Vine Hill Public Warrants. The following table does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that will prohibit redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001. Please see the table in this proxy statement/prospectus under the sections entitled “Questions and Answers for Vine Hill Shareholders — What equity stake will current Vine Hill shareholders

and CoinShares Shareholders hold in Holdco immediately after the Closing?” on page xv and “Summary of the Proxy Statement/Prospectus — Equity Stake Upon Closing” on page 8 for further information, including the dilutive effect of the Vine Hill Public Warrants.

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*        Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.”

(1)      Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(3)      Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4)      Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5)      Assumes that Vine Hill Public Shareholders holding all of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6)      Reflects forfeiture of 2,933,333 Vine Hill Class B Shares.

(7)      Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8)      Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” on page 162 and “Security Ownership of Certain Beneficial Owners and Management” on page 280.

Sponsor and Affiliates Compensation

The compensation received and to be received by the Sponsor and its affiliates upon the consummation of the Business Combination is 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus), to be issued upon exchange of 4,400,001 Vine Hill Class A Shares (after giving effect to the Sponsor Share Conversion and the forfeiture of the Sponsor Forfeited Shares), as described in the section entitled “The Business Combination Proposal — Related Agreements — Sponsor Support Agreement.” In addition, the Sponsor will be eligible for reimbursement of transaction expenses advanced and/or paid by the Sponsor on behalf of Vine Hill.

Following the Closing, Holdco will be required to reimburse or pay, or cause to be reimbursed or paid, all expenses of the parties, provided that expenses of Vine Hill (subject to certain exceptions) shall only be reimbursed up to an amount of $4,000,000. The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

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(1)      The Sponsor is expected to receive 4,400,001 Holdco Ordinary Shares, with an implied aggregate market value of approximately $46.8 million (based upon the closing price of $10.63 per Vine Hill Class A Share on Nasdaq on February 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus). In addition, the Sponsor will forfeit 5,500,000 Vine Hill Private Warrants for no consideration.

Other than as described above, in no event will the Sponsor, any of Vine Hill’s existing officers or directors or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render to effectuate, the completion of the Business Combination.

In connection with Vine Hill’s initial public offering (the “Vine Hill IPO”), the Sponsor and Vine Hill’s directors and executive officers agreed to vote their Vine Hill Ordinary Shares (except that any Vine Hill Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in favor of the Business Combination Proposal (as defined elsewhere in this proxy statement/prospectus). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Vine Hill, CoinShares and Holdco, dated as of September 8, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares (except that any Vine Hill Public Shares it may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination) in favor of each Shareholder Proposal (as defined elsewhere in this proxy statement/prospectus) being presented at the Extraordinary General Meeting (as defined below). As of the Record Date, the Sponsor owns approximately 25% of the total outstanding Vine Hill Ordinary Shares. When you consider the recommendation of these proposals by the Board of Directors of Vine Hill (the “Vine Hill Board”), you should keep in mind that the Sponsor and certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations.

This proxy statement/prospectus covers: (i) 37,400,001 Holdco Ordinary Shares (including 11,000,000 Holdco Ordinary Shares that are issuable upon exercise of the Holdco Warrants) and (ii) 11,000,000 Holdco Warrants.

Vine Hill will hold the Extraordinary General Meeting to consider matters relating to the Business Combination at 10:00 a.m., Eastern Time, on March 27, 2026. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting location. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting in-person online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company, Vine Hill’s transfer agent. To register and receive access to the Extraordinary General Meeting, registered shareholders and beneficial owners of Vine Hill Ordinary Shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

If you have any questions or need assistance voting your Vine Hill Ordinary Shares, please contact Sodali & Co, our proxy solicitor, by calling (800) 662-5200 or if you are a bank or a broker, by calling (203) 658-9400 or by emailing VCIC.info@investor.sodali.com. The notice of the Extraordinary General Meeting and this proxy statement/prospectus will be available at https://www.cstproxy.com/vinehillcapital/2026.

Your vote is very important.    To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Extraordinary General Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of this proxy statement/prospectus.

This proxy statement/prospectus provides Vine Hill’s shareholders with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Vine Hill. It also contains or references information about Vine Hill, CoinShares and Holdco and certain related matters. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Vine Hill Board, you should keep in mind that the Sponsor and Vine Hill’s directors and officers have interests in the Business Combination that are different from or in addition to or may conflict with, your interests as a shareholder. For instance, the Sponsor, Vine Hill’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Vine Hill. See the section of this proxy statement/prospectus entitled “The

Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The director of Holdco has taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. The director accepts responsibility accordingly.

A copy of this document has been delivered by Holdco to the registrar of companies in Jersey (the “Jersey Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, as amended, and the Jersey Registrar has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission (the “Jersey Commission”) has given, and has not withdrawn, or will have given prior to the issue of the Holdco Ordinary Shares, Holdco Warrants and Holdco Ordinary Shares issuable upon the exercise of the Holdco Warrants and not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the foregoing. The Jersey Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey Registrar nor the Jersey Commission takes any responsibility for the financial soundness of Holdco or for the correctness of any statements made, or opinions expressed, with regard to it.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

The accompanying preliminary proxy statement/prospectus is dated March 6, 2026 and will first be mailed to Vine Hill’s shareholders on or about March 6, 2026.

VINE HILL CAPITAL INVESTMENT CORP.
500 E. Broward Blvd., Suite 900
Fort Lauderdale, Florida 33394

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MARCH 27, 2026

TO THE SHAREHOLDERS OF VINE HILL CAPITAL INVESTMENT CORP.:

NOTICE IS GIVEN that an extraordinary general meeting (including any adjournments or postponements of the extraordinary general meeting, the “Extraordinary General Meeting”) of Vine Hill Capital Investment Corp., a Cayman Islands exempted company (“Vine Hill”), will be held on March 27, 2026, at 10:00 a.m., Eastern Time, virtually at https://www.cstproxy.com/vinehillcapital/2026. For the purposes of the amended and restated memorandum and articles of association of Vine Hill (the “Vine Hill Memorandum and Articles of Association”), the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. The Extraordinary General Meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, (i) the Business Combination Agreement, dated as of September 8, 2025, attached to the accompanying proxy statement/prospectus as Annex A (as it may be amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), by and among Vine Hill, CoinShares International Limited, a public company limited by shares organized under the laws of Jersey (“CoinShares”), Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey (“Holdco”) and Odysseus (Cayman) Limited, a Cayman Islands exempted company (“SPAC Merger Sub”), pursuant to which (a) subject to the approval of Vine Hill’s shareholders, among other things, Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and (i) with each Vine Hill shareholder receiving one no par value ordinary share of Holdco (each, a “Holdco Ordinary Share”), for each Class A ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class A Share”), held by it (after giving effect to the conversion of each Class B ordinary share of Vine Hill, par value $0.0001 per share (each, a “Vine Hill Class B Share” and together with the Vine Hill Class A Shares, the “Vine Hill Ordinary Shares”) into one Vine Hill Class A Share and the separation of the units sold in Vine Hill’s initial public offering (the “Vine Hill IPO” and such units, the “Vine Hill Units”), each such Vine Hill Unit consisting of one Vine Hill Class A Share and one-half of one warrant to purchase one Vine Hill Class A Share (each such warrant, a “Vine Hill Public Warrant”) into the Vine Hill Class A Shares and Vine Hill Public Warrants underlying such Vine Hill Units) and (ii) each Vine Hill Public Warrant outstanding immediately prior to the effectiveness of the SPAC Merger (as defined below) being converted into the right to receive one warrant of Holdco (each, a “Holdco Warrant”), with Holdco assuming Vine Hill’s obligations under the existing warrant agreement (the “SPAC Merger”), (b) subject to the approval of Vine Hill and CoinShares Shareholders, among other things, SPAC Merger Sub will acquire CoinShares, with such acquisition being effected by the exchange of all issued and outstanding ordinary shares of CoinShares, par value £0.000495 per share (the “CoinShares Shares”), for Holdco Ordinary Shares by way of a court sanctioned scheme of arrangement under Jersey law (the “Scheme of Arrangement” and, together with the SPAC Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub and (c) after the Mergers, SPAC Merger Sub will distribute any remaining cash (after giving effect to valid redemption elections of its public shareholders) in Vine Hill’s trust account held for its public shareholders (the “Trust Account”) to Holdco and will be liquidated and (ii) the Business Combination. As a result of the Business Combination, SPAC Merger Sub and CoinShares will become wholly-owned subsidiaries of Holdco and Holdco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law. We refer to this proposal as the “Business Combination Proposal.”

Proposal No. 2 — The SPAC Merger Proposal — To consider and vote upon a proposal to authorize and approve, by special resolution, (i) the SPAC Merger and (ii) the plan of merger (the “Plan of Merger”) to be adopted in connection with the SPAC Merger, substantially in the form attached to the accompanying proxy statement/prospectus as Annex B. We refer to this proposal as the “SPAC Merger Proposal.”

Proposal No. 3 — The Organizational Document Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Amended and Restated Memorandum and Articles of Association of Holdco (the “Proposed Holdco Memorandum and Articles of Association”) in connection with the Business Combination. We refer to this proposal as the “Organizational Document Proposal” and, together with the Business Combination Proposal and the SPAC Merger Proposal, the “Condition Precedent Proposals.” The form of the Proposed Holdco Memorandum and Articles of Association is attached to the accompanying proxy statement/prospectus as Annex C.

Proposal No. 4 — The Advisory Organizational Document Proposals — To consider and vote upon the following four separate proposals (collectively, the “Advisory Organizational Document Proposals”) to approve, on an advisory non-binding basis and as required by the applicable U.S. Securities and Exchange Commission (“SEC”) guidance, by ordinary resolution, each of the following material differences between the Vine Hill Memorandum and Articles of Association and the Proposed Holdco Memorandum and Articles of Association:

•        Advisory Organizational Document Proposal 4A — The Proposed Holdco Memorandum and Articles of Association will not include a provision governing amendments thereto, and, as a result, amendments will be governed by the Jersey Companies Law;

•        Advisory Organizational Document Proposal 4B — The Proposed Holdco Memorandum and Articles of Association will provide that the minimum number of directors will be three and the maximum number of directors will be ten, subject to amendment by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco;

•        Advisory Organizational Document Proposal 4C — The Proposed Holdco Memorandum and Articles of Association will provide that directors may be elected (either to fill a vacancy or as an addition to any existing directors) or removed from office by a special resolution, passed by the affirmative vote of holders of not less than sixty-seven percent (67%) of the votes cast by shareholders voting in person or by proxy, at a general meeting of Holdco; and

•        Advisory Organizational Document Proposal 4D — The Proposed Holdco Memorandum and Articles of Association will not include certain provisions applicable only to blank check companies that will no longer be applicable upon consummation of the Business Combination.

Proposal No. 5 — The NTA Proposal — To consider and vote upon a proposal, by special resolution, to amend certain provisions of the Vine Hill Memorandum and Articles of Association, which amendments (the “NTA Amendments”) shall remove from the Vine Hill Memorandum and Articles of Association requirements limiting Vine Hill’s ability to redeem Vine Hill Public Shares and consummate an initial business combination if the amount of such redemptions would cause Vine Hill to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Condition Precedent Proposals. Therefore, if the Condition Precedent Proposals are not approved, then the NTA Proposal will have no effect, even if approved by Vine Hill’s shareholders. We refer to this proposal as the “NTA Proposal.”

Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable: (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting; (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Vine Hill has determined in good faith after consultation with outside legal counsel is required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by its shareholders prior to the Extraordinary General Meeting; (iii) to seek reversals of redemption requests if Vine Hill Public Shareholders have elected to redeem an amount of Vine Hill Public Shares such that Vine Hill would have less than $5,000,001 in net tangible assets; or (iv) to engage with investors. We refer to this proposal as the “Adjournment Proposal,” and, collectively with the Condition Precedent Proposals, the Advisory Organizational Document Proposals and the NTA Proposal, the “Shareholder Proposals.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Vine Hill Ordinary Shares (including those held by Vine Hill Capital Sponsor I LLC (the “Sponsor”)) at the close of business on March 2, 2026 (the “Record Date”) are entitled to notice of and to have their votes counted at the Extraordinary General Meeting.

The approval of each of the SPAC Merger Proposal and the NTA Proposal requires a special resolution under the Companies Act (as revised) of the Cayman Islands and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal and the NTA Proposal, respectively, at the Extraordinary General Meeting.

The approval of each of the Business Combination Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the respective proposal at the Extraordinary General Meeting. Although the Vine Hill Board is asking Vine Hill’s shareholders to approve the Advisory Organizational Document Proposals on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Advisory Organizational Document Proposals, the Proposed Holdco Memorandum and Articles of Association will take effect upon the Closing if the Condition Precedent Proposals are approved.

The accompanying proxy statement/prospectus and proxy card are being provided to Vine Hill’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of Vine Hill’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to in the accompanying proxy statement/prospectus, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of the accompanying proxy statement/prospectus.

After careful consideration, the Vine Hill Board has unanimously approved the Business Combination and unanimously recommend that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination and “FOR” all other proposals presented to Vine Hill’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Vine Hill Board, you should keep in mind that the Sponsor and certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. For instance, the Sponsor and certain of Vine Hill’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Vine Hill. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into at or prior to the Closing, including the A&R Registration Rights Agreement, the Sponsor Support Agreement and the Shareholder Support Agreement (each term as defined in the accompanying proxy statement/prospectus). See “The Business Combination Proposal — Certain Agreements Related to the Business Combination” and “Certain Relationships and Related Party Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Vine Hill Memorandum and Articles of Association, a holder of Vine Hill Class A Shares (including Vine Hill Class A Shares held as part of Vine Hill Units), whether purchased in the Vine Hill IPO or following the Vine Hill IPO in the open market (a “Vine Hill Public Shareholder,” and such shares, the “Vine Hill Public Shares”), may request to redeem all or a portion of such holder’s Vine Hill Public Shares for cash if the Business Combination is consummated. As a holder of Vine Hill Public Shares, you will be entitled to receive cash for any Vine Hill Public Shares to be redeemed only if you:

1.      (a) hold Vine Hill Public Shares or (b) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to the Vine Hill Public Shares;

2.      submit a written request to Continental Stock Transfer & Trust Company (the “Transfer Agent”), Vine Hill’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

3.      deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 25, 2026 (two business days prior to the initially scheduled date of the Extraordinary General Meeting) (the “Redemption Deadline”) in order for their Vine Hill Public Shares to be redeemed.

Vine Hill Public Shareholders may elect to redeem Vine Hill Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Vine Hill Public Shares on the Record Date. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or nominee.

If the Business Combination is consummated and if a Vine Hill Public Shareholder properly exercises its right to redeem all or a portion of the Vine Hill Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, Vine Hill will redeem such Vine Hill Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the Trust Account and not previously released to Vine Hill (net of taxes payable, if any) (such redemption price being referred to herein as the “Redemption Price”). For illustrative purposes, based on the Trust Account balance as of the Record Date, this would have amounted to approximately $10.68 per Vine Hill Public Share. If a Vine Hill Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Vine Hill Public Shares for cash and will no longer own Vine Hill Public Shares.

Prior to exercising redemption rights, Vine Hill Public Shareholders should verify the market price of the Vine Hill Public Shares, as they may receive higher proceeds from the sale of their Vine Hill Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Vine Hill cannot assure Vine Hill Public Shareholders that they will be able to sell their Vine Hill Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when Vine Hill Public Shareholders wish to sell their Vine Hill Public Shares.

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the Redemption Deadline and, following such deadline, with Vine Hill’s consent, prior to the Extraordinary General Meeting. No request for redemption will be honored unless the applicable Vine Hill Public Shareholder’s Vine Hill Public Shares have been delivered (either physically or electronically through DTC) to the Transfer Agent by 5:00 p.m., Eastern Time, on March 25, 2026 (two business days prior to the initially scheduled date of the Extraordinary General Meeting).

See the section of the accompanying proxy statement/prospectus entitled “Extraordinary General Meeting of Vine Hill Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Vine Hill Public Shares.

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Vine Hill Public Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of Vine Hill have agreed to vote in favor of the Business Combination and to waive their redemption rights in connection with the Closing with respect to any Vine Hill Class A Shares held by them. None of the Sponsor nor the directors or officers of Vine Hill received separate consideration for their waiver of redemption rights. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Vine Hill, CoinShares and Holdco, dated as of September 8, 2025 (the “Sponsor Support Agreement”). Pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its Vine Hill Ordinary Shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. The Vine Hill Ordinary Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares.

The consummation of the Business Combination is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on The Nasdaq Stock Market (“Nasdaq”) (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions.”

Vine Hill’s equity securities trade on the Nasdaq Global Market. Each Vine Hill Unit consists of one Vine Hill Class A Share and one-half of one Vine Hill Public Warrant and trades under the symbol “VCICU.” The Vine Hill Class A Shares and Vine Hill Public Warrants trade under the symbols “VCIC” and “VCICW,” respectively. Each whole Vine Hill Public Warrant entitles the holder to purchase one Vine Hill Class A Share at a price of $11.50 per share, subject to adjustment. The Vine Hill Units that have not previously been separated at the election of holders will automatically separate into the component securities immediately prior to the effective time of the SPAC Merger and, as a result, will no longer trade as a separate security. Holdco has applied to list the Holdco Ordinary Shares on Nasdaq under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination. It is a condition to the parties obligation to consummate the Business Combination that the Holdco Ordinary Shares be approved for listing on Nasdaq. However, there is no assurance that Holdco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Holdco will not have units traded following the consummation of the Business Combination.

Your vote is very important.    Whether or not you plan to attend the Extraordinary General Meeting, please submit your proxy as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval or waiver of each other Condition Precedent Proposal. The Advisory Organizational Document Proposals and the NTA Proposal are conditioned on the approval or waiver of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval or waiver of any other proposal set forth in the accompanying proxy statement/prospectus.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Holdco Ordinary Shares to be issued to Vine Hill’s shareholders, (2) the Holdco Ordinary Shares to be issued to the shareholders of CoinShares, (3) the Holdco Warrants to be issued by Holdco to holders of Vine Hill Public Warrants and (4) the Holdco Ordinary Shares underlying the Holdco Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Vine Hill’s shareholders at which Vine Hill’s shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Vine Hill’s shareholders nor the issuance by Holdco of Holdco Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Extraordinary General Meeting, please contact Vine Hill’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the Vine Hill’s proxy solicitation agent at:

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting to be held on March 27, 2026, you must request the information by March 20, 2026.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 292 of this proxy statement/prospectus.

TRADEMARKS

Vine Hill and CoinShares own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

Important Information about U.S. GAAP AND IFRS

Vine Hill’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

CoinShares’ financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires CoinShares’ management to make various estimates and assumptions which may impact the values shown in the Selected Historical Financial Information of CoinShares and the notes thereto. The actual values may differ from such assumptions.

Holdco’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS. Presentation of financial information in accordance with IFRS requires Holdco’s management to make various estimates and assumptions which may impact the values shown in the Selected Historical Financial Information of Holdco and the notes thereto. The actual values may differ from such assumptions.

Exchange Rates

Holdco’s reporting currency is the U.S. dollar. The determination of the functional and reporting currency of Holdco is based on the primary currency in which Holdco operates.

The translation of foreign currencies into U.S. dollars is performed for assets and liabilities at the end of each reporting period based on the then current exchange rates. For revenue and expense accounts, an average monthly foreign currency rate is applied. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars will be recorded as part of a separate component of shareholders’ deficit and reported in Holdco’s financial statements. Foreign currency transaction gains and losses will be included in other income (expense), net for the period.

CoinShares’ reporting currency presented in the consolidated financial statements contained elsewhere in this proxy statement/prospectus have been presented in U.S. dollars, as historically CoinShares has presented its consolidated financial statements with a reporting currency of British Pounds Sterling, see Note 2(a) to CoinShares’ audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The determination of the functional currency of each company in the group is generally based on the primary currency in which the company operates, CoinShares’ functional currency up until January 1, 2025 was determined to be British Pounds Sterling, subsequent to this date it was determined to be U.S. dollars. Foreign currency transactions are translated into the functional currency of the relevant Group Company entity using the exchange rates prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities denominated in a foreign currency are translated into the functional currency of the relevant Group Company entity at the closing exchange rate. Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost, are initially translated into the functional currency of the relevant Group Company entity at the date of the transaction, and are not subsequently re-translated. Non-monetary assets and liabilities denominated in a foreign currency and measured at fair value, are measured using the exchange rate at each date the fair value is determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit and loss.

Foreign exchange gains and losses from the translation of assets and liabilities measured at fair value are recognized as part of the fair value gain or loss.

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which CoinShares operations, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by CoinShares based on such sources and CoinShares’ knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Neither Vine Hill nor CoinShares have independently verified this third-party information. The industry in which CoinShares operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Our Business and Industry” and elsewhere in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Vine Hill” refer to Vine Hill Capital Investment Corp., the term “CoinShares” refers to CoinShares International Limited, a public company limited by shares organized under the laws of Jersey, and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Holdco following the consummation of the Business Combination, the term “Holdco” refers to Odysseus Holdings Limited, a private company limited organized under the laws of Jersey, and the term the “Combined Company” refers to Holdco immediately after the consummation of the Business Combination, which provides for SPAC Merger Sub as Holdco’s wholly-owned subsidiary.

In this document:

“25% Redemption Scenario” means a scenario in which 25% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“50% Redemption Scenario” means a scenario in which 50% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“75% Redemption Scenario” means a scenario in which 75% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, (i) Vine Hill will merge with and into SPAC Merger Sub, with SPAC Merger Sub continuing as the surviving company after such merger and (ii) after the SPAC Merger, SPAC Merger Sub will acquire CoinShares by way of a court sanctioned scheme of arrangement under Jersey Companies Law pursuant to which all the CoinShares Shares will be exchanged for Holdco Ordinary Shares, with SPAC Merger Sub becoming the direct sole shareholder of CoinShares.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 8, 2025, by and among Holdco, Vine Hill, CoinShares and SPAC Merger Sub (as it may be amended, restated, supplemented and/or otherwise modified from time to time).

“Cayman Islands Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the period from the Vine Hill IPO through May 19, 2026, or such earlier date as the Vine Hill Board may approve or such later date as Vine Hill’s shareholders may approve in accordance with the Vine Hill Memorandum and Articles of Association.

“Combined Entity” or “Combined Company” means Holdco after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiary, SPAC Merger Sub and means, collectively, Holdco and its direct, wholly-owned subsidiary, SPAC Merger Sub.

“CoinShares” means CoinShares International Limited, a public company limited by shares organized under the laws of Jersey.

“CoinShares Board” means the Board of Directors of CoinShares.

“CoinShares Material Adverse Effect” as used in the Business Combination Agreement, means, subject to certain exceptions specified in the Business Combination Agreement, any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had or would reasonably be expected to have, a materially adverse effect on (a) the business, assets, financial condition or results of operations of the Group Companies, taken as a whole; or (b) the ability of CoinShares or Holdco, as applicable, to perform its obligations under the Business Combination Agreement or to consummate the Business Combination.

“CoinShares Shareholders” means the holders of CoinShares Shares prior to the Closing.

“CoinShares Shares” means the ordinary shares £0.000495 each in CoinShares’ share capital.

“CoinShares Memorandum and Articles of Association” means CoinShares’ amended and restated memorandum and articles of association, as may be amended from time to time.

“Condition Precedent Proposals” mean the Business Combination Proposal, the SPAC Merger Proposal and the Organizational Document Proposal.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of Vine Hill’s shareholders, to be held at 10:00 a.m., Eastern Time, on March 27, 2026 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166 and virtually at https://www.cstproxy.com/vinehillcapital/2026 and any adjournments or postponements of such extraordinary general meeting.

“Founder Shares” means an aggregate of 7,666,667 Vine Hill Class B Shares issued to the Sponsor prior to the Vine Hill IPO at a purchase price of approximately $0.0033 per share, of which 333,333 were subsequently forfeited following the partial exercise of the underwriters’ over-allotment option in the Vine Hill IPO.

“Fraud” as used in the Business Combination Agreement, means with respect to any Person, actual and intentional fraud by such Person, applying the common law of the State of New York; provided, that the term “Fraud” does not include the doctrine of constructive or equitable fraud.

“Governmental Entity” as used in the Business Combination Agreement, means (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any Person having regulatory authorities under Legal Requirements; (c) any self-regulatory organization; or (d) any political subdivision of any of the foregoing; for the avoidance of doubt, including any of the foregoing having jurisdiction over the payment or reporting of any tax or charged with the enforcement or collection of any tax.

“Group Companies” means CoinShares and all of its direct and indirect Subsidiaries.

“Holdco” means Odysseus Holdings Limited, a private company limited by shares organized under the laws of Jersey.

“Holdco Board” means the board of directors of Holdco following the Closing.

“Holdco Ordinary Shares” means the no par value ordinary shares of Holdco.

“Jersey” means the Bailiwick of Jersey, Channel Islands.

“Jersey Companies Law” means the Companies (Jersey) Law 1991.

“Key CoinShares Shareholders” means those certain CoinShares Shareholders holding, collectively, at least 75% of the outstanding CoinShares Shares.

“Legal Requirements,” as used in the Business Combination Agreement, means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of civil or common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, Order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Maximum Redemption Scenario” means a scenario in which 100% of the Vine Hill Public Shares are redeemed for cash from the Trust Account.

“No Redemption Scenario” means a scenario in which no Vine Hill Public Shares are redeemed.

“Order” as used in the Business Combination Agreement, means any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling entered, issued, made, or rendered by any Governmental Entity that possesses competent jurisdiction.

“Person” as used in the Business Combination Agreement, means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“Proposed Holdco Memorandum and Articles of Association” means the proposed Amended and Restated Memorandum and Articles of Association of Holdco, a copy of which is attached to this proxy statement/prospectus as Annex C.

“redemption” or “Redemption” means the right of the Vine Hill Public Shareholders to have their Vine Hill Public Shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Vine Hill Memorandum and Articles of Association.

“Redemption Price” means an amount equal to each Vine Hill Public Share’s pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Vine Hill Memorandum and Articles of Association. The Redemption Price will be calculated two business days prior to the completion of the Business Combination in accordance with the Vine Hill Memorandum and Articles of Association.

“Shareholder Proposals” means the Business Combination Proposal, the SPAC Merger Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals, the NTA Proposal and the Adjournment Proposal.

“SPAC Merger Sub” means Odysseus (Cayman) Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Holdco.

“Sponsor” means Vine Hill Capital Sponsor I LLC, a Delaware limited liability company.

“Sponsor Forfeited Shares” means the 2,933,333 Vine Hill Class B Shares to be forfeited, one day prior to the effective time of the SPAC Merger, by the Sponsor to Vine Hill for no consideration.

“Sponsor Share Conversion” means the conversion, at the election of the Sponsor one day prior to the effective time of the SPAC Merger, of each remaining issued and outstanding Vine Hill Class B Share held by it (after giving effect to the forfeiture of the Sponsor Forfeited Shares) into one Vine Hill Class A Share.

“Subsidiary” as used in the Business Combination Agreement, means, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one (1) or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one (1) or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

“Transfer Agent” means the Continental Stock Transfer & Trust Company.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of September 5, 2024, by and between Vine Hill and the Transfer Agent.

“Trust Account” means the trust account of Vine Hill, which holds the net proceeds of the Vine Hill IPO and the sale of the private placement shares, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

“Vine Hill” means Vine Hill Capital Investment Corp., a Cayman Islands exempted company.

“Vine Hill Board” means the Board of Directors of Vine Hill.

“Vine Hill Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of Vine Hill.

“Vine Hill Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of Vine Hill.

“Vine Hill IPO” means Vine Hill’s initial public offering.

“Vine Hill Memorandum and Articles of Association” means Vine Hill’s amended and restated memorandum and articles of association, as may be amended from time to time.

“Vine Hill Private Warrant Cancellation” means the forfeiture by the Sponsor of the Vine Hill Private Warrants to Vine Hill for no consideration, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

“Vine Hill Private Warrants” means the warrants to purchase Vine Hill Class A Shares purchased by the Sponsor in a private placement concurrent with the Vine Hill IPO.

“Vine Hill Public Shareholders” means the holders of Vine Hill Public Shares.

“Vine Hill Public Shares” means the Vine Hill Class A Shares sold in the Vine Hill IPO, whether purchased in the Vine Hill IPO or following the Vine Hill IPO in the open market.

“Vine Hill Public Warrantholders” means the holders of Vine Hill Public Warrants.

“Vine Hill Public Warrants” means the warrants included as a component of the Vine Hill Units sold in the Vine Hill IPO, each of which is exercisable for one Vine Hill Class A Share, in accordance with its terms. Upon separation of the Vine Hill Units at the election of the holder thereof, no fractional warrants are issued and only whole Vine Hill Public Warrants trade on Nasdaq under the symbol “VCICW.”

“Vine Hill Units” means the units of Vine Hill, each unit representing one Vine Hill Class A Share and one-half of one redeemable warrant to acquire one Vine Hill Class A Share, that were offered and sold in the Vine Hill IPO (less the number of units that have been separated into the underlying Vine Hill Public Shares and underlying Vine Hill Public Warrants upon the request of the holder thereof). Those Vine Hill Units that have not been separated could continue to trade on Nasdaq under the symbol “VCICU”.

“Vine Hill Warrant Agreement” means the Warrant Agreement, dated as of September 5, 2024, between Vine Hill and Continental Stock Transfer & Trust Company, as warrant agent, which governs the outstanding Vine Hill Public Warrants.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “according to estimates,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “is of the opinion,” “may,” “plans,” “potential,” “predicts,” “projects,” “targets,” “to the knowledge of,” “should,” “will,” “would,” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

•        the benefits of the Business Combination;

•        the potential market size and the assumptions and estimates related to the Business Combination;

•        the future financial and business performance of Holdco and its subsidiaries following the Business Combination;

•        general economic conditions and conditions affecting the industries in which CoinShares and Holdco operate;

•        expansion and other plans and opportunities; and

•        other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and expectations, forecasts and assumptions as of that date and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•        the ability of the parties to complete the transactions contemplated by the Business Combination in a timely manner or at all;

•        the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Vine Hill’s shareholders and CoinShares Shareholders and obtaining the requisite Acts of the Royal Court of Jersey;

•        the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against Vine Hill, Holdco or CoinShares or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

•        the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by Vine Hill’s shareholders;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement relating to the Business Combination;

•        the level of redemptions by Vine Hill Public Shareholders which will reduce the amount of funds available for CoinShares and Holdco to execute on their business strategies and may make it difficult to obtain or maintain the listing or trading of Holdco Ordinary Shares on a major securities exchange;

•        costs related to the Business Combination and as a result of Holdco becoming a U.S.-listed public company that may be higher than currently anticipated;

•        the effect of the announcement or pendency of the Business Combination and CoinShares’ business relationships, operating results, current plans and operations of Holdco and CoinShares;

•        the possibility that Vine Hill, Holdco and/or CoinShares may be adversely affected by other economic, business and/or competitive factors;

•        changes in business, market, financial, macro-economic political and/or regulatory conditions;

•        volatility and rapid fluctuations in the market prices of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, CoinShares and/or Holdco;

•        estimates by Vine Hill, Holdco or CoinShares of expenses and profitability;

•        expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Business Combination;

•        Holdco’s ability to execute on their business plans and strategy;

•        the outcome of any legal proceedings that may be instituted against SPAC Merger Sub, CoinShares, Holdco and/or any of their respective affiliates or others;

•        a delay in completing or the inability to complete, the transactions contemplated by the proposed Business Combination, due to a failure to obtain the approval of Vine Hill’s shareholders, a failure to satisfy other conditions to Closing in the Business Combination Agreement or some other reason;

•        the inability to obtain the listing of Holdco Ordinary Shares and Holdco Warrants on Nasdaq or another exchange upon the Closing or comply with the relevant listings;

•        failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of CoinShares and Holdco to grow and manage growth profitably, build or maintain relationships with service providers and trading counterparties and retain management and key employees, capital expenditures, requirements for additional capital and timing of future cash flow provided by operating activities and the demand for digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, CoinShares and Holdco;

•        Holdco shareholders may experience dilution in the future due to the exercise of a significant number of existing warrants and any future issuances of equity securities of Holdco;

•        conflicts of interest that may arise from investment and transaction opportunities involving Holdco, CoinShares, their respective affiliates and other investors and service providers or counterparties;

•        factors relating to the business, operations and financial performance of Holdco and CoinShares, including:

•        CoinShares’ and/or Holdco’s ability to successfully implement its long-term business strategy;

•        the treatment of digital assets, including cryptocurrencies and blockchain-related alternative investments, including those offered by or underlying those offered by, CoinShares and Holdco, for U.S. and foreign tax purposes;

•        digital asset trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes;

•        risks relating to the custody of digital assets, including the loss or destruction of private keys required to access its digital assets and cyberattacks or other data loss relating to its digital assets, which could cause CoinShares or Holdco and/or any of their respective issuers, as applicable, to lose some or all of its digital assets;

•        a security breach, cyber-attack or other event where unauthorized parties obtain access to CoinShares’ or Holdco’s digital assets and/or the digital assets of their respective issuers, as a result of which CoinShares or Holdco may lose some or all of their digital assets temporarily or permanently and their financial condition and results of operations could be materially adversely affected;

•        the emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the value of digital assets and adversely affect CoinShares’ and/or Holdco’s business;

•        potential regulatory changes reclassifying certain digital assets as securities could lead to the CoinShares’ or Holdco’s classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of CoinShares’ or Holdco’s digital assets and the market price of CoinShares or Holdco listed securities; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

QUESTIONS AND ANSWERS FOR VINE HILL shareholders

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to Vine Hill’s shareholders. Vine Hill urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to in this proxy statement/prospectus, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held at 10:00 a.m., Eastern Time, on March 27, 2026 at the offices of Paul Hastings LLP located at 200 Park Avenue, New York, NY 10166 and virtually via live webcast. To participate in the Extraordinary General Meeting online, visit https://www.cstproxy.com/vinehillcapital/2026 and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the Extraordinary General Meeting, as described in this proxy statement/prospectus.

Each of the redemption scenarios presented in this proxy statement/prospectus assumes that the NTA Proposal is approved and, therefore, does not give effect to the limitation under the Vine Hill Memorandum and Articles of Association that prohibits redemptions in an amount that would cause Vine Hill’s net tangible assets to be less than $5,000,001.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Vine Hill’s shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. Among other things, the Business Combination Agreement provides for the merger of Vine Hill with and into SPAC Merger Sub, with SPAC Merger Sub being the surviving entity as a direct, wholly-owned subsidiary of Holdco and the prior Vine Hill shareholders receiving Holdco Ordinary Shares as merger consideration and the subsequent acquisition of CoinShares by SPAC Merger Sub, with such acquisition being effected by the exchange of all CoinShares Shares for Holdco Ordinary Shares, pursuant to which CoinShares will become a direct, wholly-owned subsidiary of SPAC Merger Sub, in each case, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” on page 103 for more detail.

You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting. Vine Hill is holding the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement. See the section entitled “The Business Combination Proposal” of this proxy statement/prospectus for additional information.

A current copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. You are encouraged to carefully read this proxy statement/prospectus and the Business Combination Agreement in their entirety.

Vine Hill is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Vine Hill Class A Shares with respect to the matters to be considered at the Extraordinary General Meeting. The Business Combination cannot be completed unless Vine Hill’s shareholders approve the Business Combination Proposal, the SPAC Merger Proposal and the Organizational Document Proposal (the “Condition Precedent Proposals”) set forth in this proxy statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Vine Hill and a prospectus of Holdco. It is a proxy statement because the Vine Hill Board is soliciting proxies from its shareholders using this proxy statement/prospectus. It is a prospectus because Holdco, in connection with the Business Combination, is offering Holdco Ordinary Shares in exchange for the Vine Hill Ordinary Shares outstanding as of the relevant times as described in this proxy statement/prospectus. See the section entitled “The Business Combination Proposal — Business Combination Agreement — Business Combination Consideration” on page 103 of this proxy statement/prospectus for additional information.

THE VOTE OF VINE HILL SHAREHOLDERS IS IMPORTANT. VINE HILL SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF VINE HILL AND COINSHARES, IN ITS ENTIRETY.

Q.     What proposals are Vine Hill’s shareholders being asked to vote upon?

A.     At the Extraordinary General Meeting, Vine Hill is asking holders of Vine Hill Ordinary Shares to consider and vote upon:

•        the Business Combination Proposal;

•        the SPAC Merger Proposal;

•        the Organizational Document Proposal;

•        the Advisory Organizational Document Proposals;

•        the NTA Proposal; and

•        the Adjournment Proposal, if presented to the Extraordinary General Meeting.

If Vine Hill’s shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “The Business Combination Proposal” on page 103, “The SPAC Merger Proposal” on page 131, “The Organizational Document Proposal” on page 135, “The Advisory Organizational Document Proposals” on page 137 and “The NTA Proposal” on page 141.

Vine Hill will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Vine Hill shareholders should read it carefully.

After careful consideration, the Vine Hill Board has unanimously determined that each of: (i) the Business Combination Proposal; (ii) the SPAC Merger Proposal; (iii) the Organizational Document Proposal; (iv) the Advisory Organizational Document Proposals; (v) the NTA Proposal; and (vi) the Adjournment Proposal, if presented to the Extraordinary General Meeting, is in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Certain of Vine Hill’s directors and officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125 for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the Extraordinary General Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of all of the other Condition Precedent Proposals. The Advisory Organizational Document Proposals and the NTA Proposal are conditioned on the approval of all of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q.     Why is Vine Hill proposing the Business Combination?

A.     Vine Hill was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

CoinShares is a leading European asset management firm specializing in digital assets. Based on Vine Hill’s due diligence investigations of CoinShares and the industry in which it operates, including the financial and other information provided by CoinShares in the course of Vine Hill’s due diligence, the Vine Hill Board believes that the Business Combination with CoinShares is in the best interests of Vine Hill and its shareholders and presents an opportunity to increase shareholder value. See “The Business Combination Proposal — Vine Hill Board’s Reasons for the Approval of the Business Combination” on page 120 of this proxy statement/prospectus for additional information.

Q:     Why is Vine Hill proposing the NTA Proposal?

A:     The adoption of the proposed amendment to remove the net asset test limitation from the Vine Hill Memorandum and Articles of Association is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by Vine Hill Public Shareholders even if such redemptions result in Vine Hill having net tangible assets of less than $5,000,001. The purpose of the net asset test limitation was initially to ensure that the Vine Hill Ordinary Shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Vine Hill Ordinary Shares and the Holdco Ordinary Shares would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Vine Hill is presenting the NTA Proposal so that the parties may consummate the Business Combination even if Vine Hill has $5,000,001 or less in net tangible assets following redemptions.

Q.     What will CoinShares Shareholders receive in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, (1) each CoinShares Share (other than the PIPE Shares) will be exchanged for a number of Holdco Ordinary Shares based on the Equity Exchange Ratio; (2) each CoinShares Option that is issued and outstanding and has vested pursuant to its terms will be converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the excess of the Equity Value Per Share over the exercise price of such CoinShares Option that has vested by (y) the number of CoinShares Shares underlying such CoinShares Option; (3) (i) each CoinShares Option that is unvested will be converted into an option to purchase a number of Holdco Ordinary Shares equal to the product obtained by multiplying (A) the number of CoinShares Shares underlying such CoinShares Option by (B) the Equity Exchange Ratio and (ii) the per share exercise price of each Holdco Ordinary Share issuable upon exercise of the converted CoinShares Option will be equal to the quotient obtained by dividing (A) the exercise price per CoinShares Share of such CoinShares Option immediately before the effective time of the Scheme of Arrangement by (B) the Equity Exchange Ratio, subject to the same terms and conditions underlying CoinShares Option prior to conversion; and (4) each PIPE Share will be exchanged for one Holdco Ordinary Share. For further details, see the section titled “The Business Combination Proposal — Business Combination Consideration” on page 103.

Q.     What are the material U.S. federal income tax consequences of the SPAC Merger to U.S. Holders (as defined below) of Vine Hill Public Shares?

A.     For a description of the material U.S. federal income tax consequences of the SPAC Merger, see the description in the section entitled “Material U.S. Federal Income Tax Considerations” on page 146.

Q.     What equity stake will current Vine Hill shareholders and CoinShares Shareholders hold in Holdco immediately after the Closing?

A.     As of March 2, 2026, the Record Date, there are 22,000,000 Vine Hill Public Shares issued and outstanding, which may be redeemed in connection with the Extraordinary General Meeting, and 7,333,334 Vine Hill Class B Shares issued and outstanding. In addition, there are 16,500,000 warrants of Vine Hill issued and outstanding, consisting of 11,000,000 Vine Hill Public Warrants and 5,500,000 Vine Hill Private Warrants. Each Vine Hill Public Warrant and Vine Hill Private Warrant is exercisable for one Vine Hill Class A Share (or, following the Business Combination, one Holdco Ordinary Share). In connection with the Business Combination, (i) one day prior to the effective time of the SPAC Merger, the Sponsor will forfeit to Vine Hill for no consideration 2,933,333 Vine Hill Class B Shares held by it and (ii) all of the Vine Hill Private Warrants will be forfeited by the Sponsor to Vine Hill for no consideration, upon which forfeiture the Vine Hill Private Warrants will be cancelled.

Vine Hill cannot predict how many Vine Hill Public Shares will be redeemed. As a result, Vine Hill is presenting five different redemption scenarios with respect to Vine Hill Public Shares, each of which presents a different allocation of total Holdco equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Holdco under each of: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario, and in each case assuming there are no dissenting Vine Hill shareholders.

The following table excludes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation.

The following table includes the dilutive effect of the Vine Hill Public Warrants and reflects the Vine Hill Private Warrant Cancellation:

____________

*        Amounts may not sum due to rounding. Share ownership presented under each redemption scenario is presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the redemption amount and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. The ownership percentages of current Vine Hill shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “Risk Factors — Risks Related to the Business Combination and Vine Hill — The ability of Vine Hill Public Shareholders to exercise redemption rights with respect to a large number of Vine Hill Public Shares, the terms of the proposed Business Combination or other factors may not allow Vine Hill to complete the Business Combination or optimize its capital structure.” Assumes a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025.

(1)      Assumes that no Vine Hill Public Shareholders exercise redemption rights with respect to their Vine Hill Public Shares for a pro rata share of the funds in the Trust Account.

(2)      Assumes that Vine Hill Public Shareholders holding approximately 25% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 5,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $57.9 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(3)      Assumes that Vine Hill Public Shareholders holding approximately 50% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 11,000,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $115.7 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(4)      Assumes that Vine Hill Public Shareholders holding approximately 75% of the Vine Hill Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 16,500,000 Vine Hill Public Shares are redeemed for an aggregate payment of approximately $173.6 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(5)      Assumes that Vine Hill Public Shareholders holding all of the Public Shares exercise redemption rights with respect to their Vine Hill Public Shares. This scenario assumes that 22,000,000 Public Shares are redeemed for an aggregate payment of approximately $231.5 million (based on the estimated per share redemption price of approximately $10.52 per share) from the Trust Account based on funds in the Trust Account as of September 30, 2025.

(6)      Reflects forfeiture of 2,933,333 Vine Hill Class B Shares in connection with the Business Combination.

(7)      Excludes 723,038 Holdco Ordinary Shares underlying CoinShares Options assumed by Holdco in connection with the Business Combination. Reflects the maximum number of Holdco Ordinary Shares that may be issued to CoinShares Shareholders in connection with the Scheme of Arrangement. The actual number of Holdco Ordinary Shares to be issued to CoinShares Shareholders will be based on the Equity Exchange Ratio, which will be determined at the time of the Closing based on the number of issued and outstanding CoinShares Shares immediately prior to the effective time of the Scheme of Arrangement, including the net share settlement of any issued and outstanding CoinShares Options, whether vested or unvested, and excluding any treasury shares and the PIPE Shares.

(8)      Assumes completion of the $50.0 million PIPE Investment that is satisfied by cash payments from the PIPE Investor and reflects issuance of 6,666,667 Holdco Ordinary Shares in exchange for 5,000,000 PIPE Investment Shares and 1,666,667 Commitment Fee Shares.

(9)      Represents shares issuable upon the exercise of Holdco Warrants. Holdco Warrants will be exercisable beginning 30 days following the Closing for one Holdco Ordinary Share at an exercise price of $11.50 per share in accordance with the terms of the warrants. Each redemption scenario assumes that all outstanding warrants are exercised for cash.

Q.     Will Holdco, CoinShares or Vine Hill obtain new financing in connection with the Business Combination?

A.     Prior to the Closing, Holdco, CoinShares and Vine Hill may seek to raise additional financing that would be conditioned upon, among other things, the completion or concurrent consummation of the Business Combination. Although there is no current intention to obtain new financing in connection with the Business Combination, Holdco, CoinShares and Vine Hill may seek to raise additional financing if Holdco’s business requires funds beyond CoinShares’ available liquidity and amounts from the Trust Account to support Holdco’s business following the Business Combination.

Q.     Do I have redemption rights?

A.     If you are a holder of Vine Hill Public Shares, you have the right to request that we redeem all or a portion of your Vine Hill Public Shares for cash provided that you follow the procedures and deadlines described in the Vine Hill Memorandum and Articles of Association and elsewhere in this proxy statement/prospectus. Vine Hill Public Shareholders may elect to redeem all or a portion of the Vine Hill Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Vine Hill Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Vine Hill Public Shareholder, together with any affiliate of such Vine Hill Public Shareholder or any other person with whom such Vine Hill Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Vine Hill Public Shares with respect to more than an aggregate of 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill. Accordingly, if a Vine Hill Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Vine Hill Public Shares sold in the Vine Hill IPO without the prior consent of Vine Hill, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to any Vine Hill Class A Shares that may be held by the Sponsor. The Sponsor does not currently hold any Vine Hill Class A Shares, but holds 7,333,334 Vine Hill Class B Shares, which may be converted into Vine Hill Class A Shares at the Sponsor’s option. One day prior to the effective time of the SPAC Merger, the Sponsor will forfeit to us for no consideration 2,933,333 Vine Hill Class B Shares held by it and elect to convert each remaining issued and outstanding Vine Hill Class B Share held by it into one Vine Hill Class A Share. The Vine Hill Class A Shares held by the Sponsor following such conversion will be excluded from the pro rata calculation used to determine the per-share Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Vine Hill Public Shareholder and wish to exercise your right to redeem your Vine Hill Public Shares, you must:

1.      (i) hold Vine Hill Public Shares; or (ii) hold Vine Hill Public Shares through Vine Hill Units and elect to separate your Vine Hill Units into the underlying Vine Hill Public Shares and Vine Hill Public Warrants prior to exercising your redemption rights with respect to the Vine Hill Public Shares;

2.      submit a written request to the Transfer Agent, including the legal name, phone number and address of the beneficial owner of the Vine Hill Public Shares for which redemption is requested, that Vine Hill redeem all or a portion of your Vine Hill Public Shares for cash; and

3.      deliver the share certificates for your Vine Hill Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically, through DTC.

Holders must complete the procedures for electing to redeem their Vine Hill Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on March 25, 2026 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Vine Hill Public Shares to be redeemed (the “Redemption Deadline”).

The address of Transfer Agent is listed under the question “Who can help answer my questions?” below.

Vine Hill Public Shareholders will be entitled to request that their Vine Hill Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per issued and outstanding Vine Hill Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Vine Hill’s creditors, if any, which could have priority over the claims of the Vine Hill Public Shareholders. The per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Vine Hill Public Shareholders electing to redeem their Vine Hill Public Shares will be distributed promptly after the Closing.

Any request for redemption, once made by a Vine Hill Public Shareholder, may not be withdrawn unless the Vine Hill Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). Furthermore, if a holder of a Vine Hill Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the Redemption Deadline not to elect to exercise such rights, it may simply request that Vine Hill permit the withdrawal of the request for redemption and instruct the Transfer Agent, to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent at least two business days prior to the initially scheduled date of the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s certificates for Vine Hill Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to the Transfer Agent, at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

If a holder of Vine Hill Public Shares properly makes a request for redemption and the certificates for Vine Hill Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Vine Hill will redeem the Vine Hill Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Closing. If the Business Combination is not consummated, the Vine Hill Public Shares will be returned to the respective holder, broker, bank or nominee.

If you are a holder of Vine Hill Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Vine Hill Public Warrants that you may hold.

Q.     If I am a holder of Vine Hill Public Warrants, can I exercise redemption rights with respect to my Vine Hill Public Warrants?

A.     No. The holders of Vine Hill Public Warrants have no redemption rights with respect to such securities.

Assuming that no more than 11,000,000 Vine Hill Public Shares, representing 50% of the number of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate payment of $115.7 million from the Trust Account, which is a potential amount of redemptions and assuming that each redeeming Vine Hill Public Shareholder holds one-half of one Vine Hill Public Warrant for each Vine Hill Public Share being redeemed (representing the number of Vine Hill Public Warrants included in each Vine Hill Unit) and using the closing warrant price on the Nasdaq of $1.60 as of September 30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $8.8 million. Assuming the Maximum Redemption Scenario, resulting in Vine Hill Public Shares redeemed for an aggregate payment of $231.5 million from the Trust Account and assuming that each redeeming Vine Hill Public Shareholder holds one-half of one Vine Hill Public Warrant for each Vine Hill Public Share being redeemed (representing the number of Vine Hill Public Warrants included in each Vine Hill Unit) and using the closing warrant price on the Nasdaq of $1.60 as of September 30, 2025, the aggregate fair value of Vine Hill Public Warrants that can be retained by redeeming Vine Hill Public Shareholders is $17.6 million. The actual market price of the Vine Hill Public Warrants may be higher or lower on the date that warrant holders seek to sell such Vine Hill Public Warrants. Additionally, Vine Hill cannot assure the holders of warrants that they will be able to sell their Vine Hill Public Warrants in the open market as there may not be sufficient liquidity in such securities when warrant holders wish to sell their Vine Hill Public Warrants. Further, while the level of redemptions of Vine Hill Public Shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of Vine Hill Public Shares increase, all holders of Holdco Warrants following the Closing who exercise such Holdco Warrants will ultimately own a greater interest in Holdco because there would be fewer shares outstanding overall.

Q.     What are the related risks for holders of Vine Hill Public Warrants after the Business Combination?

A.     Following the Closing, we may redeem your unexpired Holdco Warrants prior to their exercise at a time that is disadvantageous to you, making your warrants worthless. Holdco may redeem outstanding Vine Hill Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Vine Hill Public Warrant. To exercise such redemption right: (i) the last reported sale price of Holdco Ordinary Shares must equal or exceed $18.00 per share (as may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of redemption to the warrant holders; and (ii) certain other conditions must be met. If and when the Vine Hill Public Warrants become redeemable by Holdco, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Holdco may redeem the Vine Hill Public Warrants as set forth above even if the holders are otherwise unable to exercise the Vine Hill Public Warrants. Redemption of the outstanding Vine Hill Public Warrants could force you to: (A) exercise your Vine Hill Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so; (B) sell your Vine Hill Public Warrants at the then-current market price when you might otherwise wish to hold your Vine Hill Public Warrants; or (C) accept the nominal redemption price which, at the time the outstanding Vine Hill Public Warrants are called for redemption, is likely to be substantially less than the market value of your Vine Hill Public Warrants.

If Holdco calls the Vine Hill Public Warrants for redemption, management of Holdco will have the option to require all holders that wish to exercise the Vine Hill Public Warrants to do so on a “cashless basis,” as described in the Vine Hill Warrant Agreement. The exercise price and number of Holdco Ordinary Shares issuable upon exercise of the Vine Hill Public Warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. However, the Vine Hill Public Warrants will not be adjusted for issuance of Holdco Ordinary Shares at a price below its exercise price. Additionally, in no event will Holdco be required to net cash settle the Vine Hill Public Warrants.

If Vine Hill is unable to complete the Business Combination within the Combination Period and Vine Hill liquidates the funds held in the Trust Account, holders of the Vine Hill Public Warrants will not receive any of such funds with respect to their Vine Hill Public Warrants, nor will they receive any distribution from Vine Hill’s assets held outside of the Trust Account with the respect to such Vine Hill Public Warrants. Accordingly, the Vine Hill Public Warrants may expire worthless.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights with respect to your Vine Hill Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Moreover, we may be a passive foreign investment company (“PFIC”) and any such distribution could be subject to special and deleterious PFIC rules. For a description of the material U.S. federal income tax consequences of the Redemption, see the description in the section entitled “Material U.S. Federal Income Tax Considerations” on page 146.

Q.     What happens to the funds deposited in the Trust Account after the Closing?

A.     Following the closing of the Vine Hill IPO, a total of $201.0 million ($10.05 per Vine Hill Unit) of the net proceeds from the Vine Hill IPO and the sale of the Vine Hill Private Warrants were placed in the Trust Account. As of September 30, 2025, funds in the Trust Account totaled approximately $231.5 million and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of a business combination (including the Business Combination); (ii) the redemption of all of the Vine Hill Public Shares if Vine Hill is unable to complete an initial business combination within the Combination Period; and (iii) the redemption of any Vine Hill Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the Vine Hill Memorandum and Articles of Association), in each case subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Vine Hill Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Holdco following the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Sources and Uses of Funds for the Business Combination” on page 128.

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to the Underwriting Agreement, dated September 5, 2024 (the “Underwriting Agreement”), by and between Vine Hill and Stifel, Nicolaus & Company, Incorporated (“Stifel”), acting as representative of the several underwriters in connection with the Vine Hill IPO, Vine Hill paid a cash underwriting fee to the underwriters of $2.0 million, after reimbursement of expenses of Vine Hill, and agreed to pay the underwriters a deferred underwriting fee of $0.35 per Vine Hill Unit sold in the Vine Hill IPO, totaling $7.7 million, upon the consummation of an initial business combination, payable from amounts held in the Trust Account. On July 18, 2025, Stifel waived its entitlement to the deferred underwriting fee. The following table illustrates the effective

underwriting discount on a percentage basis of the amount of cash in the Trust Account available to Holdco at each redemption level identified below and includes: (i) the cash underwriting fee that was paid in connection with the Vine Hill IPO and (ii) the payment of the deferred underwriting fees payable upon the consummation of the Business Combination:

____________

(1)      Share numbers presented under each redemption scenario are presented for illustrative purposes. Vine Hill and CoinShares cannot predict how many Vine Hill Public Shares will be redeemed. As a result, the Trust Account cash to Holdco and the number of Vine Hill Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 22,000,000 Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus.

(2)      This scenario assumes that 5,500,000 Vine Hill Public Shares or 25% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $57.9 million (based on the Trust Account balance as of September 30, 2025).

(3)      This scenario assumes that 11,000,000 Vine Hill Public Shares or 50% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $115.7 million (based on the Trust Account balance as of September 30, 2025).

(4)      This scenario assumes that 16,500,000 Vine Hill Public Shares or 75% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $173.6 million (based on the Trust Account balance as of September 30, 2025).

(5)      This scenario assumes that 22,000,000 Vine Hill Public Shares or 100% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $231.5 million (based on the Trust Account balance as of September 30, 2025).

(6)      Based on the Trust Account balance as of September 30, 2025.

(7)      Includes $2.0 million reimbursement of expenses of Vine Hill. This amount was paid at closing of the Vine Hill IPO.

(8)      On July 18, 2025, Stifel waived its entitlement to the deferred underwriting fee.

Q.     Did the Vine Hill Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The Vine Hill Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to CoinShares Shareholders under the terms of the Business Combination Agreement). However, Vine Hill’s management and the members of the Vine Hill Board have substantial experience evaluating the financial merits of companies across a variety of industries and the Vine Hill Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The factors and information considered by the Vine Hill Board, as further described under the heading “Vine Hill Financial Analysis” below, included information about other public companies with similarities to CoinShares’ business and other relevant financial information selected based on the business experience and the professional judgment of Vine Hill’s management. The risks related to the Vine Hill Board not obtaining a fairness opinion or any similar report or appraisal in connection with the determination to approve the Business Combination are further described under the heading “Risks Related to the Business Combination and Vine Hill” below, under the subheading “Neither the Vine Hill Board nor any committee thereof obtained a fairness opinion (or any similar

report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Vine Hill is paying for CoinShares is fair to Vine Hill — and, by extension, its securityholders — from a financial point of view.”

Q.     What happens if a substantial number of the Vine Hill Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Vine Hill Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Vine Hill Public Shareholders are reduced as a result of redemptions by Vine Hill Public Shareholders.

If a Vine Hill Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Vine Hill Public Warrants that it may hold. Assuming that all Vine Hill Public Shares were redeemed (the maximum amount permitted under the Maximum Redemption Scenario), the Vine Hill Public Shareholders will retain the 11,000,000 Vine Hill Public Warrants. If a substantial number of Vine Hill Public Shareholders exercise their redemption rights and the holders of the 11,000,000 Holdco Warrants choose to exercise their warrants, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised.

In the event of significant redemptions, with fewer Vine Hill Public Shares and Vine Hill Public Shareholders, the trading market for Holdco Ordinary Shares may be less liquid than the market for Vine Hill Class A Shares was prior to the Business Combination and Holdco may not be able to meet the listing standards for a Stock Exchange.

The table below presents the value per share to a Vine Hill Public Shareholder that elects not to redeem under: (1) the No Redemption Scenario; (2) the 25% Redemption Scenario; (3) the 50% Redemption Scenario; (4) the 75% Redemption Scenario; and (5) the Maximum Redemption Scenario, and in each case assuming there are no dissenting Vine Hill shareholders:

____________

(1)      Ownership percentage is based on 22,000,000 Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus.

(2)      This scenario assumes that 5,500,000 Vine Hill Public Shares or 25% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(3)      This scenario assumes that 11,000,000 Vine Hill Public Shares or 50% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(4)      This scenario assumes that 16,500,000 Vine Hill Public Shares or 75% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(5)      This scenario assumes that 22,000,000 Vine Hill Public Shares or 100% of the Vine Hill Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed.

(6)      Based on a post-transaction equity value of Holdco of the following:

(6a)    Based on a post-transaction equity value of Holdco of approximately $1.5 billion, which equals (i) $1.6 billion less (ii) $0.1 billion, equivalent to the value of 5,500,000 Vine Hill Public Shares redeeming in the 25% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6b)    Based on a post-transaction equity value of Holdco of approximately $1.5 billion, which equals (i) $1.6 billion less (ii) $0.1 billion, equivalent to the value of 11,000,000 Vine Hill Public Shares redeeming in the 50% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6c)    Based on a post-transaction equity value of Holdco of approximately $1.4 billion, which equals (i) $1.6 billion less (ii) $0.2 billion, equivalent to the value of 16,500,000 Vine Hill Public Shares redeeming in the 75% Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(6d)    Based on a post-transaction equity value of Holdco of approximately $1.4 billion, which equals (i) $1.6 billion less (ii) $0.2 billion, equivalent to the value of 22,000,000 Vine Hill Public Shares redeeming in the Maximum Redemption Scenario (based on a Redemption Price of $10.52, which was the approximate Redemption Price as of September 30, 2025).

(7)      Includes (i) 120,000,000 Holdco Ordinary Shares held by CoinShares shareholders in all redemption scenarios, (ii) (a) 22,000,000 Vine Hill Public Shares in the No Redemption Scenario, (b) 16,500,000 Vine Hill Public Shares in the 25% Redemption Scenario, (c) 11,000,000 Vine Hill Public Shares in the 50% Redemption Scenario, (d) 5,500,000 Vine Hill Public Shares in the 75% Redemption Scenario, and (e) no Vine Hill Public Shares in the Maximum Redemption Scenario, (iii) the Sponsor’s 4,400,001 Holdco Ordinary Shares in all redemption scenarios, and (iv) the PIPE Investor’s 6,666,667 Holdco Ordinary Shares in all redemption scenarios.

(8)      Represents the Base Scenario plus the cash exercise of 11,000,000 Vine Hill Public Warrants at an exercise price of $11.50 per warrant.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The consummation of the Business Combination is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include, among other things: (i) approval by Vine Hill’s shareholders of the Condition Precedent Proposals; (ii) approval by CoinShares Shareholders of the Scheme of Arrangement; (iii) receipt of certain specified regulatory approvals, including, without limitation, expiration or termination of any waiting period under the Hart-Scott-Rodino Act; (iv) consummation of the Business Combination not being prohibited or enjoined by any order, rule, regulation or other applicable law; (v) absence of any secured creditors of Vine Hill; (vi) Holdco Ordinary Shares having been approved for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by CoinShares and Vine Hill), subject to official notice of issuance thereof; (vii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part in accordance with the Securities Act and absence of any stop order issued by the SEC which remains in effect with respect to the registration statement of which this proxy statement/prospectus forms a part; and (viii) the Royal Court of Jersey sanctioning the Scheme of Arrangement and the submission by CoinShares of the court’s order to the Registrar of Companies of Jersey for registration. For more information, see “The Business Combination Proposal — Business Combination Agreement — Closing Conditions” on page 105.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the first quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to Vine Hill’s shareholders at the Extraordinary General Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Vine Hill’s shareholders at the Extraordinary General Meeting and Vine Hill elects to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” on page 103 of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     If Vine Hill is not able to complete the Business Combination within the Combination Period, Vine Hill will, as promptly as reasonably possible, but not more than ten business days following the end of the Combination Period, redeem all of the Vine Hill Public Shares. The redemption will be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Vine Hill (net of taxes payable, if any and up to $100,000 of interest to pay liquidation expenses), divided by the number of then issued Vine Hill Public Shares. The redemption will completely extinguish Vine Hill Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to Vine Hill’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Q.     Following the Business Combination, will Vine Hill’s securities continue to trade on a stock exchange?

A.     Yes. Holdco has applied to list the Holdco Ordinary Shares on Nasdaq under the symbol “CS” and to list the Holdco Warrants on Nasdaq under a symbol to be determined prior to consummation of the Business Combination, upon the Closing. There can be no assurance that such listing condition will be met. If the listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. We may not have received confirmation from Nasdaq of the approval of the listing of the Holdco Ordinary Shares and Holdco Warrants at the time of the Extraordinary General Meeting or prior to the Closing. The listing condition to the Closing may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation. Further, such confirmation may never be received and the Business Combination could still be consummated if such condition is waived. In such event, the Holdco securities may not be listed on any securities exchange.

The Vine Hill Units outstanding immediately prior to the Business Combination will automatically be cancelled and each holder thereof will be entitled to one Holdco Ordinary Share and one-half of one Holdco Warrant, for each Vine Hill Unit. For more information about Holdco’s securities following the completion of the Business Combination, see the section of this proxy statement/prospectus entitled “Description of Securities of Holdco” on page 263.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     In respect of the special resolution to approve the SPAC Merger Proposal, under Section 238 of the Cayman Islands Companies Act, shareholders of a Cayman Islands company ordinarily have appraisal rights (also referred to as dissenters’ rights) with respect to a statutory merger. The Cayman Islands Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, Vine Hill Public Shareholders are still entitled to exercise the rights of redemption in respect to their Vine Hill Public Shares detailed in this proxy statement/prospectus, and the redemption proceeds payable to Vine Hill Public Shareholders who exercise such redemption rights will represent the fair value of those shares. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. See the section titled “The Business Combination Proposal — Appraisal Rights under the Cayman Islands Companies Act” on page 101 for additional information. Holders of Vine Hill Public Warrants or Vine Hill Units do not have appraisal rights in respect to such securities in connection with the Business Combination under the Cayman Islands Companies Act.

Q:     Can I exercise redemption rights and appraisal rights under the Cayman Islands Companies Act?

A:     No. Any Vine Hill Public Shareholder who elects to exercise appraisal rights under Section 238 of the Cayman Islands Companies Act will lose their right to have their Vine Hill Public Shares redeemed in accordance with the Vine Hill Memorandum and Articles of Association. The certainty provided by the redemption process may be preferable for Vine Hill Public Shareholders wishing to exchange their Vine Hill Public Shares for cash. This is because such appraisal rights may be lost and extinguished, including where Vine Hill and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination

in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act, in which case any Vine Hill Public Shareholder who had sought to exercise appraisal rights would only be entitled to receive the merger consideration comprising one Holdco Ordinary Share for each of their Vine Hill Public Shares (subject to adjustment as set out herein). See the section titled “The Business Combination Proposal — Appraisal Rights under the Cayman Islands Companies Act” for additional information.

Q.     What do I need to do now?

A.     Vine Hill urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to in this proxy statement/prospectus, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. You should then submit your proxy as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card to make sure that your shares are represented and voted at the Extraordinary General Meeting.

Q.     How do I vote?

A.     If you are a holder of record of Vine Hill Ordinary Shares on the Record Date for the Extraordinary General Meeting, you may vote in person (including virtually online) at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person (including virtually), obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Vine Hill or by voting online at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” proposals and therefore, Vine Hill does not expect there to be any broker non-votes at the Extraordinary General Meeting.

If your shares are held in “street name” and you do not instruct your broker, bank or other nominee on how to vote the shares you beneficially own, your broker, bank or other nominee will not vote your shares on any proposal at the Extraordinary General Meeting. Accordingly, your bank, broker or other nominee can vote the shares you beneficially own at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

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

A.     The Extraordinary General Meeting will be held on March 27, 2026 at 10:00 a.m., Eastern Time. For the purposes of the Vine Hill Memorandum and Articles of Association, the physical place of the meeting will be at Paul Hastings LLP, 200 Park Avenue, New York, NY 10166. However, in order to facilitate access for Vine Hill’s shareholders, the Extraordinary General Meeting will be held in virtual meeting format at https://www.cstproxy.com/vinehillcapital/2026. There is no requirement to attend the Extraordinary General Meeting in person at the physical meeting place.

Q.     Who is entitled to vote at the Extraordinary General Meeting?

A.     Vine Hill has fixed March 2, 2026 as the Record Date for the Extraordinary General Meeting. If you were a holder of Vine Hill Ordinary Shares at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a shareholder may only vote such shareholder’s shares if such shareholder is present in person (including virtually) or is represented by proxy at the Extraordinary General Meeting.

Q.     How many votes do I have?

A.     Vine Hill’s shareholders are entitled to one vote at the Extraordinary General Meeting for each Vine Hill Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the Extraordinary General Meeting, there were 29,333,334 Vine Hill Ordinary Shares issued and outstanding, of which 22,000,000 were issued and outstanding Vine Hill Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of Vine Hill’s shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Extraordinary General Meeting), in person, virtually or by proxy, of shareholders holding one-third of the Vine Hill Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum at the Extraordinary General Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares as of the Record Date, which will count towards this quorum. As a result, as of the Record Date, in addition to the Vine Hill Class B Shares of the Sponsor, an additional Vine Hill Ordinary Shares would be required to be present at the Extraordinary General Meeting to achieve a quorum. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Vine Hill Board may determine.

Q.     What vote is required to approve each Shareholder Proposal at the Extraordinary General Meeting?

A.     Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Business Combination Proposal at the Extraordinary General Meeting. The Business Combination does not require the approval of a majority of the unaffiliated securityholders of Vine Hill.

SPAC Merger Proposal — The approval of the SPAC Merger Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the SPAC Merger Proposal at the Extraordinary General Meeting.

Organizational Document Proposal — The approval of the Organizational Document Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Organizational Document Proposal at the Extraordinary General Meeting.

Advisory Organizational Document Proposals — The approval of the Advisory Organizational Document Proposals requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Advisory Organizational Document Proposal at the Extraordinary General Meeting.

NTA Proposal — The approval of the NTA Proposal requires a special resolution under the Cayman Islands Companies Act and the Vine Hill Memorandum and Articles of Association, being a resolution passed by the affirmative vote of at least two-thirds of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the NTA Proposal at the Extraordinary General Meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the affirmative vote of at least a simple majority of the votes cast by the holders of the issued Vine Hill Ordinary Shares, voting together as a single class, who are present in person (including virtually) or represented by proxy and entitled to vote on the Adjournment Proposal at the Extraordinary General Meeting.

The Sponsor has agreed to vote its shares in favor of all the proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. See “How do the Sponsor and its affiliates intend to vote their Vine Hill Ordinary Shares?” below.

Q.     What are the recommendations of the Vine Hill Board?

A.     The Vine Hill Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interests of Vine Hill and its shareholders. Accordingly, the Vine Hill Board unanimously recommends that Vine Hill’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the SPAC Merger Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Document Proposals, “FOR” the approval of the NTA Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Vine Hill’s officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. The Vine Hill Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to Vine Hill’s shareholders to vote in favor of the Shareholder Proposals. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination” on page 125.

Q.     How do the Sponsor and its affiliates intend to vote their Vine Hill Ordinary Shares?

A.     The Sponsor has agreed and Vine Hill’s officers and directors intend, to vote the Vine Hill Ordinary Shares owned by them in favor of the Shareholder Proposals. Further, pursuant to the terms and conditions of the Sponsor Support Agreement, the Sponsor agreed to vote its shares in favor of each Shareholder Proposal being presented at the Extraordinary General Meeting. If at any time prior to the termination of the Business Combination Agreement, the Vine Hill Board effects a Modification in Recommendation (as defined in this in this proxy statement/prospectus), then the obligations to vote or consent in accordance with the foregoing clause shall automatically be deemed to be modified such that the Sponsor will vote with respect to its Vine Hill Ordinary Shares in the same proportion to the votes cast by the Vine Hill Public Shareholders. As of the Record Date, the Sponsor owns approximately 25% of the issued and outstanding Vine Hill Ordinary Shares. Vine Hill’s officers and directors do not hold any Vine Hill Public Shares, but may purchase Vine Hill Public Shares at any time, subject to compliance with law and Vine Hill’s trading policies.

As a result, in addition to approval by the Sponsor, approval of the SPAC Merger Proposal and the NTA Proposal will require the affirmative vote of at least 12,222,222 Vine Hill Public Shares (or approximately 55.6% of the issued and outstanding Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Additionally, the approval of the Business Combination Proposal, the Organizational Document Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal will require the affirmative vote of at least 7,333,334 Vine Hill Public Shares (or approximately 33.3% of the issued and outstanding Vine Hill Public Shares) if all Vine Hill Ordinary Shares are represented at the Extraordinary General Meeting and cast votes and the affirmative vote of no Vine Hill Public Shares if only such shares as are required to establish a quorum are represented at the Extraordinary General Meeting and cast votes.

Prior to the Extraordinary General Meeting, the Sponsor and our directors, executive officers, advisors or their affiliates may purchase Vine Hill Public Shares in privately negotiated transactions or in the open market from shareholders who redeem or indicate an intention to redeem, their Vine Hill Public Shares or they may enter into transactions with such persons and others to provide them with incentives to acquire Vine Hill Public Shares. Any Vine Hill Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Vine Hill Public Shares. For illustrative purposes, as of September 30, 2025, this would have amounted to approximately $10.52 per Vine Hill Public Share. Any Vine Hill Public Shares so purchased would not be voted by the Sponsor or our directors, executive officers, advisors or their affiliates in favor of each of the proposals at the Extraordinary General Meeting and would not be redeemable by the Sponsor or its affiliates.

The purpose of such Vine Hill Public Share purchases and other transactions would be to decrease the number of redemptions. Such incentives may include arrangements to protect such investors or holders against potential loss in value of their Vine Hill Public Shares, including the granting of put options and the transfer to such investors or holders of Vine Hill Ordinary Shares or Vine Hill Private Warrants owned by the Sponsor for nominal value.

None of the funds in the Trust Account would be used to purchase Vine Hill Public Shares in such transactions. Vine Hill will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include: (i) the amount of Vine Hill Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Vine Hill Public Shares for which Vine Hill has received redemption requests.

Any such arrangements could have a depressive effect on the price of Holdco Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Extraordinary General Meeting. The public “float” of Vine Hill Public Shares and the number of beneficial holders of Vine Hill’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Vine Hill’s securities on a Stock Exchange.

The existence of financial and personal interests of one or more of Vine Hill’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Vine Hill and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Vine Hill’s officers have interests in the Business Combination that may be different from or in addition to, your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Certain Interests of Vine Hill’s Directors and Officers and Others in the Business Combination.”