CoinShares PLC美股招股说明书(2026-06-03版)

Primary Offering of10,999,993Ordinary Shares Underlying Warrants Secondary Offering of105,610,080Ordinary Shares____________________________ This Prospectus relates to the offer and sale by CoinShares PLC, a public company limited by shares organizedunder the laws of Jersey, Channel Islands (f/k/a Odysseus Holdings Limited) (“us,” “we,” “CoinShares,” or the“Company”) of up to 10,999,993 ordinary shares, no par value, of the Company (“Ordinary Shares”) that areissuable by us upon the exercise of 10,999,993warrants of the Company, each initially exercisable at $11.50 forone Ordinary Share (“Warrants”). This Prospectus also relates to the offer and resale from time to time by the selling shareholders (including theirtransferees,donees,pledgees and other successors-in-interest)named in this Prospectus(the“SellingShareholders”) of up to 105,610,080 Ordinary Shares, consisting of: (a)94,244,149 Ordinary Shares issued to former shareholders of CoinShares International Limited(“CSIL”) pursuant to the Scheme of Arrangement;(b)6,564,647Ordinary Shares issued in exchange for PIPE Shares, consisting of 4,897,980OrdinaryShares issued to the PIPE Investor in exchange for PIPE Investment Shares and 1,666,667OrdinaryShares issued to the PIPE Investor in exchange for Commitment Fee Shares; and(c)4,400,001Ordinary Shares issued to Vine Hill Capital SponsorI LLC (the “Sponsor”) pursuant tothe SPAC Merger; and(d)401,283Ordinary Shares issuable upon the exercise of Company Options held by certain SellingShareholders. We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligationswe have and certain registration rights we have granted. The Selling Shareholders may offer all or part of theResale Shares for resale from time to time through public or private transactions, at either prevailing marketpricesor at privately negotiated prices. The Resale Shares are being registered to permit the SellingShareholders to sell Resale Shares from time to time, in amounts, at prices and on terms determined at the timeof offering. The Selling Shareholders may sell the Resale Shares through ordinary brokerage transactions, inunderwritten offerings, directly to market makers of our securities or through any other means described in thesection entitled“Plan of Distribution”herein. In connection with any sales of Resale Shares offered hereunder,the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemedto be“underwriters” within the meaning of the Securities Act, or the ExchangeAct. We are registering the VineHill Resale Shares for resale by the Selling Shareholders, or their donees, pledgees, transferees, distributees orother successors-in-interest selling our Ordinary Shares or Warrants or interests in our Ordinary Shares orWarrants received after the date of this Prospectus from the Selling Shareholders as a gift, pledge, partnershipdistribution or other transfer. Certain Resale Shares held by the Selling Shareholders party to the Shareholder and Registration RightsAgreement are subject to contractual lock-up restrictions that prohibit them from selling such securities at thistime, subject to certain exceptions. See the section of this Prospectus entitled “Description of Securities.” Some of the Ordinary Shares being registered for resale were acquired by the Selling Shareholders for pricesconsiderably below the current market price of the Ordinary Shares. Even though the current market price($6.32 closing price on May14, 2026) is significantly below the $10.00 per unit price offered in the Vine HillIPO, certain Selling Shareholders may have an incentive to sell because they have acquired, or have the right toacquire, their Ordinary Shares or Warrants at effective prices significantly lower than our public investors or thecurrent trading Table of Contents price of the Ordinary Shares or Warrants and may profit significantly so even under circumstances in which ourpublic shareholders or certain other Selling Shareholders would experience losses in connection with theirinvestment.For additional information,see“Risk Factors—Risks Relating to Ownership of OurSecurities—Certain of the Selling Shareholders acquired their Ordinary Shares at a price that is less than themarket price of the Ordinary Shares as of the date of this Prospectus, may earn a positive rate of return even ifthe price of the Ordinary Shares declines and may be willing to sell their Ordinary Shares at a price less thanshareholders that acquired Ordinary Shares in the public market.” On March31, 2026 (the “Closing Date”), we consummated the business combination pursuant to the BusinessCombination Agreement, dated as of September8, 2025 (the “Business Combination Agreement,” and thetransactions contemplated thereby, the “Business Combination”), by and among the Company, CSIL, Vine HillCapital Investment Corp. (“Vine Hill”), and Odysseus (Cayman) Limited (“SPAC Merger Su