CoinShares Leaps to Nasdaq in Quest for U.S. Digital Asset Dominance

CoinShares, a leading European asset manager in digital assets with approximately $10 billion in assets under management (AuM), is set to become a publicly traded company in the United States through a $1.2 billion merger with Vine Hill Capital Investment Corp., a special purpose acquisition company (SPAC). The transaction will result in CoinShares being listed on the Nasdaq Stock Market, marking a strategic shift for the firm as it seeks to expand its global footprint and capitalize on the U.S. market's dominance in asset management. The merger is expected to close by the end of the fourth quarter of 2025, pending shareholder and regulatory approvals.

Currently, CoinShares ranks as the fourth-largest manager of digital asset exchange-traded products (ETPs) globally, with a 34% market share in the EMEA region, according to the provided content. The firm has experienced significant growth in recent years, with AuM increasing by over 200% in the past two years. This growth has been driven by strong investor inflows, supportive digital asset pricing, and the successful launch of new products. The company operates a diversified product suite that includes crypto ETPs for Bitcoin, Ethereum, Solana, and other altcoins, as well as equity products targeting the broader digital asset ecosystem.

The merger values CoinShares at a 7.3x enterprise value to CY2024 EBITDA and a 10.7x price-to-earnings ratio, compared to peer averages of 20.9x and 25.4x, respectively [1]. The transaction is backed by a $50 million investment from an institutional investor, who will become a shareholder in the combined entity, Odysseus Holdings Limited. CoinShares CEO Jean-Marie Mognetti emphasized that the move represents a "strategic transition" for the company, aligning with favorable regulatory trends and the increasing demand for digital assets as an investment class. The U.S. market, home to over half of global assets under management, is seen as a key opportunity for growth [2].

The firm's business model is characterized by a recurring fee-based structure, yielding a high adjusted EBITDA margin of approximately 70% in CY2024. CoinShares has evolved from a small ETP platform with just four products in 2021 to a multi-platform offering 32 products as of June 2025, with CoinShares Physical being the fastest-growing ETP platform in Europe. Its client base includes a mix of institutional partners and individual investors, such as private banks, wealth management platforms, and digital brokerages.

The listing on the Nasdaq is expected to enhance CoinShares' credibility and expand its reach in the U.S. market, which has shown increasing regulatory clarity and innovation in the digital asset sector. The firm has also secured regulatory licenses across multiple jurisdictions, including the EU’s Markets in Crypto-Assets (MiCA) framework in France, which adds to its compliance credentials. The U.S. listing will further solidify its position as a fully regulated entity operating across both traditional and digital asset management services.

The SPAC merger is structured with Vine Hill and CoinShares shareholders exchanging their shares for those of the new entity, Odysseus Holdings Limited. The transaction involves a series of steps, including a court-sanctioned Scheme of Arrangement in Jersey to facilitate the reorganization. Shareholders of CoinShares will receive a premium of approximately 30.6% compared to the closing price on Nasdaq Stockholm prior to the announcement of the deal. The merger also includes a private placement of 5 million ordinary shares at $10.04 per share, raising approximately $50.05 million in gross proceeds.

The U.S. market represents a vast opportunity for CoinShares, as it offers access to a larger pool of institutional investors, improved research coverage, and a more developed capital market infrastructure. The company has already launched several products in the U.S. and plans to expand further, leveraging its European experience and regulatory expertise to serve American investors. The merger with Vine Hill, which has a proven de-SPAC execution track record, is seen as a strategic path to achieve these goals.

CoinShares faces several conditions to finalize the transaction, including shareholder approvals at a special meeting and regulatory clearances. These include approvals from the Autorité des Marchés Financiers in France, the Jersey Financial Services Commission, and the U.S. Securities and Exchange Commission. The transaction also requires the listing of Odysseus Holdings' shares on Nasdaq, with the final date set for December 18, 2025.

The merger is supported by legal and financial advisors, including Stifel and Keefe, Bruyette & Woods as financial advisors and White & Case and Carey Olsen as legal counsel. The transaction is expected to unlock shareholder value, support future M&A initiatives, and accelerate CoinShares' expansion into the U.S. and EMEA regions, all while maintaining its focus on regulated, institutional-grade digital asset offerings.

In summary, CoinShares' SPAC merger marks a significant milestone in its journey to become a global leader in digital asset management. The firm's robust financial performance, strong regulatory foundation, and strategic alignment with the U.S. market position it well to capture the growing interest in digital assets. As the industry continues to evolve, CoinShares aims to leverage its European expertise to meet the demands of U.S. investors and drive innovation in the digital asset space.

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[1] CoinShares to Go Public in the U.S. Through US$1.2 Billion Business Combination (prnewswire.com)

[2] CoinShares to Go Public in the U.S. Through US$1.2 Billion Business Combination (prnewswire.com)