Vine Hill Capital (VCIC) sponsor exits SPAC equity, surrenders 5.5M warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Vine Hill Capital Sponsor I LLC, an entity associated with Vine Hill Capital Investment Corp. CEO Nicholas Petruska, restructured its holdings in connection with the company’s initial business combination with CoinShares International Limited. The sponsor converted 4,400,001 Class B ordinary shares into Class A ordinary shares on a one-for-one basis and those Class A shares were then converted on a one-for-one basis into ordinary shares of Odysseus Holdings Limited in the business combination. The sponsor also forfeited 2,933,333 Class B ordinary shares and 5,500,000 warrants to purchase Class A ordinary shares back to the issuer for no consideration, leaving it with no remaining Class A ordinary shares or warrants of the issuer.
Positive
- None.
Negative
- None.
Insights
Sponsor exits VCIC via conversion to Holdco and forfeitures tied to de‑SPAC.
The filing shows Vine Hill Capital Sponsor I LLC converting 4,400,001 Class B shares into Class A, then into Odysseus Holdings Limited shares as part of the business combination with CoinShares. This shifts the sponsor’s exposure from the SPAC to the post‑combination holding company.
The sponsor also forfeited 2,933,333 Class B shares and 5,500,000 warrants with an exercise price of $11.50 expiring on April 30, 2031, receiving no consideration. These actions are typical of negotiated SPAC sponsor arrangements at closing and do not represent open‑market buying or selling.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Petruska Nicholas A, Vine Hill Capital Sponsor I LLC
Role
CEO, MM of Vine Hill Sponsor I | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Ordinary Shares | 4,400,001 | $0.00 | -- |
| Other | Class B Ordinary Shares | 2,933,333 | $0.00 | -- |
| Other | Warrants | 5,500,000 | $0.00 | -- |
| Conversion | Class A Ordinary Shares | 4,400,001 | $0.00 | -- |
Holdings After Transaction:
Class A Ordinary Shares — 0 shares (Indirect, See Footnote);
Class B Ordinary Shares — 4,400,001 shares (Indirect, See Footnote);
Warrants — 0 shares (Indirect, See Footnote)
Footnotes (1)
- Represents Class A ordinary shares of the Issuer issued on a one-for-one basis upon the conversion of Class B ordinary shares at the election of Vine Hill Capital Sponsor I LLC (the "Sponsor"). Represents Class A ordinary shares converted on a one-for-one basis into ordinary shares of Odysseus Holdings Limited ("Holdco") in connection with the Issuer's initial business combination (the "Business Combination") with CoinShares International Limited ("CoinShares") pursuant to that certain Business Combination Agreement, dated as of September 8, 2025, by and among the Issuer, CoinShares, Holdco and Odysseus (Cayman) Limited. Represents the forfeiture of Class B ordinary shares held by the Sponsor to the Issuer for no consideration in connection with the Business Combination. Represents the forfeiture of warrants to purchase Class A ordinary shares of the Issuer held by the Sponsor to the issuer for no consideration in connection with the Business Combination. The Sponsor is the record holder of the securities reported herein. Mr. Petruska, the issuer's Chief Executive Officer and Director, is the managing member of the Sponsor. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Mr. Petruska disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests Mr. Petruska may have therein, directly or indirectly.
Key Figures
Class B shares converted: 4,400,001 shares
Class B shares forfeited: 2,933,333 shares
Warrants forfeited: 5,500,000 warrants
+3 more
6 metrics
Class B shares converted
4,400,001 shares
Converted one-for-one into Class A, then into Odysseus Holdings Limited shares in business combination
Class B shares forfeited
2,933,333 shares
Forfeited by sponsor to issuer for no consideration in connection with business combination
Warrants forfeited
5,500,000 warrants
Warrants to purchase Class A ordinary shares returned to issuer for no consideration
Warrant exercise price
$11.50 per share
Exercise price of forfeited warrants before surrender to issuer
Warrant expiration date
April 30, 2031
Original expiration date of forfeited warrants
Class A shares held after forfeiture
0 shares
Total Class A ordinary shares following 4,400,001-share disposition coded as other transaction
Key Terms
Business Combination, warrants, Class B ordinary shares, beneficial ownership, +1 more
5 terms
Business Combination financial
"in connection with the Issuer's initial business combination (the "Business Combination") with CoinShares International Limited"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
warrants financial
"Represents the forfeiture of warrants to purchase Class A ordinary shares of the Issuer"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership financial
"may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interests financial
"disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interests"
FAQ
What insider transactions were reported for VCIC in this Form 4?
The Form 4 reports that Vine Hill Capital Sponsor I LLC converted 4,400,001 Class B ordinary shares into Class A shares and then into Odysseus Holdings Limited shares, and forfeited 2,933,333 Class B shares and 5,500,000 warrants to the issuer for no consideration.
What is Nicholas Petruska’s relationship to the VCIC sponsor entity?
Nicholas Petruska is the managing member of Vine Hill Capital Sponsor I LLC and serves as CEO and director of Vine Hill Capital Investment Corp. He may be deemed to share beneficial ownership of the sponsor’s securities but disclaims beneficial ownership beyond any pecuniary interest.
What is the exercise price and term of the forfeited VCIC warrants?
The forfeited warrants had an exercise price of $11.50 per share and were originally exercisable into Class A ordinary shares of Vine Hill Capital Investment Corp., with an expiration date of April 30, 2031, before being forfeited to the issuer.