Confidential Non-Binding Letter of Intent (June 21, 2025) - Summary of Proposed Terms and Conditions

Sep 16, 2026

Confidential Non-Binding Letter of Intent dated June 21, 2025 summarizing principal terms for a potential business combination between Vine Hill Capital Investment Corp. (SPAC) and CoinShares International Limited. The proposed transaction (PubCo) sets an equity valuation of US$1.2 billion and provides consideration through PubCo common shares, without adjustments for cash, debt, or working capital. It outlines proposed sponsor securities treatment, a private warrant exchange, financing approaches, and post-closing lock-up and registration rights.

LanguageEnglish

CategoryLetters

FormatPDF

Pages11

Reading Time4 min

AccessFree to download

Summary of Proposed Terms and Conditions

Transaction Valuation and Consideration

Sponsor Securities

Warrants and Private Warrant Exchange

Transaction Financing and Additional Financing

Lock-Up and Registration Rights

SUMMARY OF CERTAIN PROPOSED TERMS AND CONDITIONS NON-BINDING; FOR DISCUSSION PURPOSES ONLY June 21, 2025 This Confidential Non-Binding Letter of Intent (the “Confidential LOI”), effective as of the Effective Date (as defined below), is by and between Vine Hill Capital Investment Corp. (“SPAC”) and CoinShares International Limited (“CoinShares” or the “Company”), and sets forth a summary of the principal terms and conditions relating to a potential business combination (the “Transaction”) between SPAC and the Company (the “Parties”). The combined entity of the Transaction is referred to as “PubCo”. This Confidential LOI has been prepared for discussion purposes only and, except as noted under the caption “BINDING PROVISIONS” below, does not create a binding obligation or commitment on the part of any of the Parties referenced herein, their respective affiliates or representatives of such Parties or affiliates. | Valuation and Transaction Consideration | The Transaction would value the outstanding shares of capital stock of the Company (including all securities, instruments, and similar items convertible into shares of capital stock of the Company) (the “Company Equity Interests”) at US$1 .2 billion (the “Equity Value”) . The consideration to be paid to the holders of the Company Equity Interests at the closing of the Transaction (the “Closing”) will consist of a number of ordinary shares or shares of common stock equal to the Equity Value divided by US$10 .00. The consideration will not be subject to adjustments, including based on the Company’s cash, debt or working capital.
The Transaction will be structured in a manner that is tax-free for the Company’s shareholders. | | --- | --- | | Sponsor Securities | Vine Hill Capital Sponsor LLC (“Sponsor”) including certain independent directors ofSPAC currently holds 7,333,333 Class B ordinary shares (the “Founder Shares”) and 5,500,000 private placement warrants. As a tangible and substantial show of commitment, the SPACand Sponsor are prepared to utilize 40% of the Founder Shares held by Sponsor (2,933,333 shares) to incentivize public shareholders of SPAC not to redeem their shares. To the extent inducement is not required for the Additional Financing, Sponsor would forfeit these shares.
Notwithstanding the terms of the documentation entered into in connection with SPAC’s initial public offering, Sponsor will agree to waive any anti-dilution adjustment to the conversion ratio of outstanding Founder Shares such that the Founder Shares will convert into or will be exchanged for PubCo Common Shares on a 1-1 basis at the Closing. | | Warrants | Concurrently with the execution of the Definitive Agreement, the Sponsor will agree to exchange 100% of the private placement warrants held by it (including any private placement warrants issuable upon conversion of working capital loans) for PubCo Common Shares ata ratio of 1 PubCo Common Share for every 10 private placement warrants at the Closing, resulting in the cancellation of all of the private placement warrants (the “Private Warrant Exchange”) . All PubCo Common Shares issued upon exchange of private placement warrants will be subject to the terms of the lock-up described under the section entitled“Lock-Up and Registration Rights” below. | | Transaction Financing | Following execution of this Confidential LOI, SPAC and Company will use commercially reasonable efforts to secure additional sources of capital (the “Additional Financing”) via a private placement of debt, equity or equity-linked instruments into the Company, via a private placement of debt, equity or equity-linked instruments into the SPAC or PubCo in connection with the Closing and/or via non-redemption of proceeds held in the SPAC’s trust account. Any such Additional Financing must be acceptable to the Company and such financing undertaken following reasonable consultation with SPAC. The lead placement agent for any potential Additional Financing into the S

FAQs

What is the purpose of this Confidential Non-Binding Letter of Intent?

It summarizes principal terms for a potential business combination between the SPAC and the Company for discussion purposes only and does not create binding obligations except as stated under binding provisions.

How is the Company equity valued and what is the consideration structure at closing?

The transaction values the Company’s outstanding shares at an equity value of US$1.2 billion, with consideration paid as PubCo ordinary/common shares equal to that equity value divided by US$10.00, with no adjustments for cash, debt, or working capital.

What do the documents say about lock-up and registration rights after closing?

Certain holders are subject to a lock-up expiring six months after closing, and the SPAC’s registration rights agreement will be amended and restated to include demand and piggyback registration rights, including a shelf registration statement requirement after closing.

Sep 16, 2026

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