SecProbe.io

January 23, 2026
Jean-Marie Mognetti
Chief Executive Officer
Odysseus Holdings Ltd
CoinShares International Limited
2 Hill Street
St. Helier, JE2 4UA
Jersey, Channel Islands
Re:Odysseus Holdings Ltd
CoinShares International Limited
Draft Registration Statement on Form F-4
Submitted November 21, 2025
CIK No. 0002087587
Dear Jean-Marie Mognetti:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement and non-
public draft submissions on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
Cover Page
1.Please disclose more prominently the national securities exchange where the securities of
the post-combination company will be listed. Refer to Item 501(b)(4) of Regulation S-K.

January 23, 2026
Page 2
Questions and Answers for Vine Hill Shareholders
Q. Will Vine Hill obtain new financing in connection with the Business Combination?, page xvii
2.We note your disclosure that "[p]rior 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."
Please expand your disclosure to clarify the circumstances under which Holdco,
CoinShares and Vine Hill may seek to raise additional financing.
Summary of the Proxy Statement/Prospectus
Closing Conditions, page 3
3.We note your disclosure on page 77 that specified conditions must be satisfied or waived
to complete the Business Combination. Please revise to disclose which of the closing
conditions may be waived.
Subscription Agreement, page 5
4.We note your disclosure that 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 owned by the PIPE Investor (on a one-for-one basis up to the total amount of
PIPE Investment Shares subscribed for under the PIPE Subscription Agreement). Please
specify whether the amount that the PIPE Investor may reduce the number of PIPE
Investment Shares that it is obligated to purchase may be reduced by the number of Vine
Hill Class A Shares already held. If so, please revise your disclosure to clarify whether
the PIPE Investor already owns Vine Hill Class A Shares and, if so, the amount and
percentage of shares owned.
Risk Factors
Our XBT Note Program is subject to risks, page 50
5.Please revise your risk factor to describe in greater detail the "XBT Note
Program," including what percentage of your business relates to the XBT Note Program.
6.Please revise to attach the Collateral Management Agreement as an exhibit, or provide
your analysis as to why you believe this is not required under Item 601(b)(10) of
Regulation S-K.
Liquidity risk in certain proof of stake protocols, page 51
7.We note your disclosure that "[s]ome proof of stake protocols (e.g., Polkadot) restrict
transferability of digital assets that are contributed to a staking pool for a certain
period." We also note your disclosure on page F-121 that as of December 31, 2024, a
significant amount of the Group's ETH was held with service providers for the purpose
of staking and that exiting a validator position currently takes approximately 6 days. To
the extent you specifically experience liquidity risk from staking ETH, please discuss
such risk here.

January 23, 2026
Page 3
We hold certain investments in both equity and digital assets, page 52
8.We note that you hold certain principal investments in early-stage equity investments and
strategic equity investments that were valued at $25.6 million as of June 30, 2025. In an
appropriate section, please revise to provide more details regarding your material
investments and your policies and procedures for identifying and holding these equity
investments.
Risks Related to Legal, Compliance and Regulations, page 54
9.Please revise to add risk factor disclosures relating to specific governmental regulations
in the jurisdictions that apply to your business and operations. In this regard, we note that
CoinShares is currently regulated in Jersey, France and the United States.
We currently trade our digital asset holdings, page 57
10.We note that you currently buy and sell digital assets primarily on non-U.S. exchanges,
including regulated exchanges located in the EU. Where appropriate, please revise to list
and describe the exchanges on which you conduct trading activities to a material extent.
The Business Combination Proposal, page 100
11.Where appropriate, please provide a detailed discussion of CoinShares' reasons for
engaging in the de-SPAC transaction and whether CoinShares considered other
transactions, such as a traditional IPO, in lieu of a de-SPAC. Refer to Item 1605(b)(3) of
Regulation S-K.
Background of the Business Combination, page 105
12.We note your disclosure that you submitted 14 non-binding proposals and evaluated
more than six potential business combination targets in the digital asset sector, but that
you did not enter into an exclusivity period or letter of intent with any target other than
ConShares due to other potential targets either seeking terms that were not deemed to be
attractive to Vine Hill or determining not to progress to a business combination with any
SPAC. Please expand your disclosure to discuss the types of terms that were not deemed
to be attractive to Vine Hill.
13.Please revise throughout to provide details of the negotiations of the material terms of the
transaction. Your disclosure should indicate the particular views and positions that were
discussed at meetings, and how you reached final agreement on such terms.
14.Please revise to provide additional details regarding the PIPE Investment, including any
discussions about the need to obtain additional financing for the combined
company; the negotiation and marketing process with respect to the PIPE
Investment; who selected the potential PIPE investors; what relationships the
PIPE investors have to the SPAC, Vine Hill, CoinShares and its affiliates, and
the placement agent; and how the terms of the PIPE Investment were determined. In
addition, please describe how the parties decided on allowing the PIPE Investor to elect
to reduce the number of PIPE Shares that it is obligated to purchase under the PIPE
Subscription Agreement by the number of Vine Hill Class A Shares owned by the PIPE
Investor.

January 23, 2026
Page 4
15.Please revise to disclose any negotiations related to (1) the executive officers and board
members of Holdco (including their compensation arrangements) after the Business
Combination and (2) the value of the transaction for the Vine Hill Public Shareholders.
Guideline Company Analyses, page 112
16.Please revise to discuss whether the market information available from CoinShares being
publicly listed on the Nasdaq Stockholm and quoted on the OTCQX was considered in
connection with the valuation attributed to CoinShares.
Vine Hill Board's Reasons for the Approval, page 116
17.Please revise here and on page 202 to provide support for your claims that:
•"Global cumulative net flows into crypto spot ETPs reached $110 billion by mid-
2025."
•"CoinShares is the fourth-largest manager of digital asset ETP products globally by
AUM behind BlackRock, Grayscale and Fidelity."
•"CoinShares' AUM has more than tripled over the last two years through strong new
investor inflows, supportive digital asset pricing and successful new product
launches."
Vine Hill's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 198
18.We refer to the first full paragraph on page 200, which appears to suggest that Vine Hill
had not identified a target as of September 30, 2025. Please update your disclosure
accordingly.
Information About CoinShares
Operating Segments
Asset Management, page 211
19.Please revise to provide more detailed disclosures about XBT Provider and the
exchange-traded notes involved. In this regard, we note your statement on page 49 that
your investors are exposed to credit risk relating to XBT Provider.
20.We note that CoinShares generates management fees through Block Index. Please
expand your disclosure to provide more information about this product and clarify
whether CoinShares earns revenue through the licensing of this index.
Distribution Channels
Infrastructure and Custody Partnerships, page 215
21.Please revise to provide more detailed disclosures of your relationships and arrangements
with infrastructure providers. File any agreements as exhibits to the extent required under
Item 601(b)(10) of Regulation S-K. In this regard, we note your disclosures on pages 58-
59 that your ability to manage and grow your business successfully can be impeded by
systems, and your business is vulnerable to deficiencies and failures in support systems.
We note your disclosure on page 61 that Komainu and Zodia Custody Limited are
custodians to your digital assets. Please revise to provide additional disclosures about 22.

January 23, 2026
Page 5
each of your digital asset custodians, including without limitation:
•A breakdown of digital assets under custody at each custodian.
•The portion of digital assets that are held in hot wallets and cold wallets,
respectively, and whether there are differential storage practices with regard to your
own digital asset holdings versus customers' holdings.
•The geographic location where the digital assets are held in cold wallets and the
private keys are located.
•The material terms of any agreements you have with each custodian, and file such
agreements as exhibits to the registration statement.
•Identities of your personnel that have access to the digital assets at each custodian,
and whether any persons (e.g., auditors, etc.) are responsible for verifying the
existence thereof.
•The terms and limits of any insurance coverage provided by each custodian, and
whether and how such coverage may be shared among all of such custodian's
customers. Also clarify whether any insurance providers have inspection rights
associated with the digital assets held in storage.
•How the existence, exclusive ownership and software functionality of private keys
and other ownership records are validated by the relevant parties.
Human Capital, page 218
23.Please revise to expand your statement that "[m]anagement and founders collectively
own a significant portion of the business," and provide quantified disclosures as
appropriate. Please also revise to provide more detailed disclosures of the CoinShares
management team. In this regard, we note the statement on page 119 that "CoinShares is
led by a highly experienced, founder-led, management team that has proven its ability to
scale the business dramatically over time while maintaining consistent profitability and
expanding margins."
CoinShares' Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Consolidated Statement of Comprehensive Income
Other revenue, page 227
24.We note that your Capital Markets segment generates yield through staking. Where
appropriate, please provide more information about your staking operations, including
but not limited to:
•Clarifying whether you stake any crypto assets other than ETH;
•Clarifying whether this component of your revenues is the result of staking crypto
assets that are held in ETPs or the company's own treasury;
•The amount of ETH you staked in order to generate the staking rewards for the
periods disclosed; and
•Whether you use third party service providers to stake your ETH, and if so, identify
such third party service providers and discuss the material terms of such agreements.

January 23, 2026
Page 6
25.We note that your Capital Markets segment generates yield through lending. Where
appropriate, please provide more information about your lending operations, including
but not limited to:
•Identifying the types of counterparties to which you provide loans;
•The material terms of the loans, including the interest you charge on the loans
and whether they are collateralized; and
•To the extent material, file the Master Loan Agreement as an exhibit to the
registration statement.
Results of Operations
Comparison for Period Ended June 30, 2025, to Period Ended June 30, 2024, page 230
26.Please revise here and on page 235 to clearly label the periods ended June 30, 2024, and
the years ended December 31, 2024 and 2023 as restated, and tell us your consideration
of disclosing the impact of the restatement on your results of operations.
Non-GAAP information, page 243
27.In your reconciliation of Adjusted EBITDA, you exclude the change in fair value for
digital assets designated as treasury holdings. Please tell us your consideration of
whether these changes in fair value are normal operating transactions that recur due to
digital asset price volatility, and excluding these items from your Non-IFRS financial
measures may be misleading under Rule 100(b) of Regulation G and question 100.01
of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
Material Contractual Obligations / Agreements, page 247
28.We note your disclosure that "[a]cross CoinShares there are several material agreements
in place that bring rise to financial obligations," including the CoinShares XBT Provider
Prospectus and the CoinShares Physical Prospectus. Please revise to attach the
CoinShares XBT Provider Prospectus and CoinShares Physical Prospectus as exhibits, or
provide your analysis as to why you believe these are not required under Item 601(b)(10)
of Regulation S-K.
Management of Holdco After the Business Combination
Code of Business Conduct and Ethics, page 253
29.Please revise to describe in greater detail any process or procedures you have in place to
manage conflicts of interests. In this regard, we note your disclosure on pages 47 and 55
that failure to appropriately deal with any conflicts of interest may result in material and
negative impact on your asset management business.
Comparison of Corporate Governance and Shareholders' Rights, page 260
30.To the extent not addressed elsewhere, where appropriate, please provide an explanation
of any material differences in the rights of Vine Hill's and CoinShares' security holders
as compared with security holders of the combined company as a result of the de-SPAC
transaction.

January 23, 2026
Page 7
Coinshares International Limited
Notes to Consolidated Financial Statements for the two years ended December 31, 2024 and
December 31, 2023
Other revenue, page F-100
31.Please provide an analysis disaggregating your staking revenue by digital asset for each
digital asset that individually comprises 5% or more of your total staking revenue. In
addition, please provide us an analysis disaggregating staking revenue by type of staking,
such as self staking, liquid staking, custodial staking, staking for customers using your
validator nodes and staking for customers using third-party validator nodes. Please
provide this information for each period included in your financial statements.
10. Digital assets, page F-102
32.You disclose that the majority of the digital assets you hold are related to collateral for
the certificate liabilities arising from the issuance of ETPs. On page F-88 you also
disclose that digital assets may be held for actively managed trading positions. Please
provide a disaggregation of your digital asse