Vine Hill Capital Investment Corp. II

This is the second amendment to the S-1, indicating the IPO is progressing toward effectiveness. The trust is $10.00 per share, a clean number for redemptions. The sponsor's extremely low cost basis ($0.004/share) and large potential dilution (25% of post-IPO shares) are typical SPAC risks. The management team's track record includes 11 completed SPAC business combinations but also notable failures — Canoo (Chapter 7), Sonder (Ch. 7 liquidation announced), and Hennessy V (liquidated). The prospectus includes extensive disclosure on conflicts with VCIC I (the same team's other SPAC, which has a pending deal with CoinShares). The deadline is a standard 24 months. Redemption mechanics allow for either a shareholder vote or a tender offer at the company's discretion.

Establishes all key terms for the SPAC: $175 million trust ($10.00 per unit), 24-month deadline from closing to complete a business combination, no target identified or discussions initiated, sponsor purchased 6,708,333 founder shares for $25,000 ($0.004/share), sponsor will purchase 5,500,000 private placement warrants for $5,500,000, CEO and CFO each to receive $33,000/month (half current, half deferred), administrative fee of $15,000/month to sponsor affiliate, up to $300,000 in offering expense loans to be repaid, up to $2,500,000 in working capital loans convertible into warrants at $1.00 each, redemption rights for public shareholders with a 15% limitation if shareholder vote is sought, founder shares subject to 180-day lock-up, and potential anti-dilution adjustments to founder shares that could cause significant dilution to public shareholders.

The extreme valuation disparity between the $10.00 public offering price and the $0.004 sponsor cost for founder shares is repeatedly disclosed by the company as a primary driver of immediate and substantial dilution for public investors. According to the prospectus, management claims its executives previously participated in 10 completed SPAC business combinations with a combined enterprise value of $32.6 billion, raising over $4.4 billion in capital.

What changed: A routine compliance exhibit: a joint filing agreement attached to a Schedule 13G beneficial ownership report, executed on February 12, 2026 by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. No alteration to Vine Hill Capital Investment Corp. II’s mechanics is disclosed. The filing does not extend the redemption deadline, adjust the trust value per share, modify the target search timeline, or impact sponsor conduct; it merely codifies that future Schedule 13G amendments will be submitted jointly, with each signatory retaining independent liability for the completeness and accuracy of their own disclosures. Why it matters: Beyond the administrative acknowledgment and signing authority noted by the undersigned, the exhibit contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a standalone joint-acquisition attachment, it indicates coordinated regulatory reporting without revealing the underlying share quantities, ownership percentages, or purchase dates that typically signal investor positioning ahead of a SPAC merger announcement.

What changed: A Form 8-K current report and attached press release announcing the authorization for holders of Vine Hill Capital Investment Corp. II’s initial public offering units to elect separate trading of the underlying Class A ordinary shares and redeemable warrants. This filing designates February 9, 2026, as the commencement date for separately trading the underlying Class A ordinary shares (symbol VHCP, $0.0001 par value) and redeemable warrants (symbol VHCPW) on Nasdaq. Each unit comprises one share and one-third of a warrant, with each whole warrant entitling the holder to purchase one share at a $11.50 exercise price. Unsuspended units will continue trading as VHCPU. The filing does not modify, reference, or alter the stated December 19, 2027, redemption deadline, the existing trust account structure, or any redemption mechanics. Why it matters: Unit separation permits investors to trade the equity and warrant components independently, which clarifies the cost basis for potential future warrant exercises at the documented $11.50 strike. The announcement confirms that the SEC declared the registration statement effective on December 17, 2025, and verifies the company remains operational ahead of its search for a business combination. Per the attached press release, the company intends to focus its target selection on industries complementing the management team’s background, though no prospective targets, revenue projections, or sponsor conduct developments are disclosed. This is a standard post-offering administrative event that neither accelerates the search timeline nor impacts shareholder redemption rights.

What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, covering a pre-IPO SPAC's formation and proposed offering. Subsequent to the reporting period, on December 19, 2025, the Company completed its initial public offering of 23,000,000 units at $10.00/unit and a private placement of 5,500,000 warrants at $1.00/warrant, depositing $230,000,000 in trust. The trust deadline is 24 months from closing (December 19, 2027). No business combination target has been selected. Why it matters: Confirms the trust size ($230M), per-unit trust value ($10.00 at IPO), and the 24-month deadline (December 19, 2027). The SPAC is now fully funded and in its search phase with no deal announced.

What changed: Form 8-K Current Report filed by Vine Hill Capital Investment Corp. II, announcing the closing of its initial public offering and concurrent private placement, and submitting an audited balance sheet dated December 19, 2025 as Exhibit 99.1. The registrant reports that on December 19, 2025, it completed its IPO of 23,000,000 Units at $10.00 per Unit, generating $230,000,000 in gross proceeds and fully exercising the underwriter’s 3,000,000 Unit over-allotment option. Concurrently, the registrant sold 5,500,000 Private Placement Warrants to Vine Hill Capital Sponsor II LLC for $5,500,000. Per Item 8.01 and Note 1, net proceeds totaling $230,000,000 were deposited into a Trust Account at Continental Stock Transfer & Trust Company. The registrant discloses that an initial $2,050,000 overfund occurred at closing and was returned to the underwriter on December 22, 2025. The audited balance sheet lists Class A ordinary shares subject to possible redemption at $10.00 per share for 23,000,000 shares ($230,000,000). The registrant establishes a 24-month period from closing to consummate an initial business combination or redeem 100% of public shares. Note 1 specifies that target acquisitions must hold an aggregate fair market value of at least 80% of the Trust Account assets (excluding deferred underwriting commissions and taxes on trust income). Note 7 states public and private warrants carry a $11.50 exercise price, become exercisable 30 days post-combination, and expire five years post-combination. The registrant reports $3,232,000 in non-trust cash, $8,050,000 in deferred underwriting payable, and executive compensation arrangements of $33,000 per month for the CEO and CFO ($16,500 currently paid monthly, $16,500 payable upon consummation). Note 5 details a $15,000 per month administrative support payment to the sponsor and a Cayman Islands corporate structure with a zero income tax provision. WithumSmith+Brown, PC issued an unqualified audit opinion on the balance sheet as of the December 29, 2025 filing date. Why it matters: This filing establishes the definitive accounting and structural baseline for VHCP shareholders monitoring redemption mechanics and sponsor runway. By confirming the $230,000,000 trust deposit and the $10.00 per-class-A-share redemption value, it caps the baseline liquidation floor absent interest accruals or amendment-driven redemptions. The explicit 24-month business combination deadline (closing December 19, 2025) fixes the calendar for potential shareholder vote timelines, extension negotiations, or forced liquidation triggers. The full exercise of the 3,000,000-unit over-allotment eliminates founder share forfeiture scenarios, locking the sponsor’s 7,666,667 Class B equity position and finalizing the pro-rata distribution denominator. The disclosed amendment-triggered redemption clause and the 80% fair market value target threshold define the precise contractual gates governing minority shareholder exit options prior to a merger. Additionally, the fixed monthly operating draw for executives ($33,000) and sponsor administration ($15,000), tracked against the reported $3,232,000 non-trust cash reserve, quantifies the working capital depletion rate that dictates when the sponsor may invoke working capital loans or tap trust interest for tax liabilities. The audited balance sheet, CPA attestation, and verified liability schedule (including the $8,050,000 deferred underwriting commission and $43,000 deferred legal payable) provide the audited starting point required to model trust value drift, sponsorship incentive alignment, and compliance progression through the combination phase.

What changed: FORM 4 — insider ownership report [0001213900-25-125378]. Per the sworn disclosures by reporting persons Vine Hill Capital Sponsor II LLC and director/CEO Nicholas A. Petruska (designated as manager of Vine Hill Spn II and both noted as 10% owners), the filing records exactly zero non-derivative transactions or changes in equity positions. Consequently, the sponsorship capital commitment remains static. This submission contains no filings addressing the 2027-12-19 redemption deadline, no extension proposals, and no adjustments to the stated $10.19 per-share trust balance. Why it matters: For shareholders monitoring the SEARCHING phase and weighing redemption versus hold decisions before the December 2027 expiration, the absence of insider buying or selling signals no immediate tactical shift in sponsor positioning ahead of a potential business combination. The document contains no substantive claims regarding acquisition targets, customer agreements, historical or projected revenue, total addressable market size, proprietary technology, commercial partnerships, ongoing litigation, or executive succession plans. With the trust accretion fixed at $10.19 and the hard deadline unmoved at 2027-12-19, redemption mechanics remain governed entirely by prior prospectus terms until management files a definitive proxy, tender offer, or extension amendment.

What changed: Form 8-K reporting the closing of the initial public offering of Vine Hill Capital Investment Corp. II, including the full exercise of the underwriters' over-allotment option, and the entry into related material definitive agreements. The SPAC completed its IPO, raising $230 million in gross proceeds (including over-allotment) with 23 million units sold at $10.00 per unit. The trust account was funded with the full $230 million ($10.00 per public share). Sponsor purchased 5.5 million private placement warrants for $5.5 million. Deadline for business combination is 24 months from IPO closing (December 19, 2027). Board of directors appointed: John C. Adams, Harvey Marshall Sonenshine, Junping Wang, Daniel Zlotnitsky, and Nicholas Petruska. Standard lock-up agreements and trust account protections are in place. Why it matters: This filing confirms the SPAC's public listing with a $230 million trust ($10.00 per share) and a 24-month deadline for completing a business combination. Investors have concrete trust value per share and deadline date for redemption tracking. Sponsor incentives are aligned through founder shares and private placement warrants. No target has been identified; the SPAC remains in search mode.

What changed: Rule 424(b)(4) initial public offering prospectus for Vine Hill Capital Investment Corp. II, a newly organized Cayman Islands exempted blank check company marketing 20,000,000 units to raise capital for a future business combination. This filing establishes the foundational mechanics rather than modifying existing ones. The prospectus sets a 24-month completion window from the anticipated December 19, 2025 closing, with a trust account initially funded at $10.00 per public share totaling $200,000,000 ($230,000,000 with full over-allotment). Why it matters: Per the prospectus, management targets middle-market businesses with an aggregate enterprise value of $500 million or greater, prioritizing sectors like industrials, technology, logistics, fintech, and AI infrastructure that possess proven track records and strong free cash flow generation. The filing highlights that the leadership team has participated in 11 completed SPAC transactions across affiliated vehicles, though management explicitly cautions that past performance guarantees neither future success nor successful target identification.

What changed: Form 3 — initial statement of beneficial ownership of securities (routine SEC compliance exhibit). The filing explicitly states that director John Charles Adams reports no non-derivative transactions or holdings. It does not amend or update the company’s SEARCHING status, sponsor conduct, trust value per share ($10.19), or redemption deadline (2027-12-19). Why it matters: Routine Form 3 filings establish baseline insider equity positions required under Section 16(a) of the Securities Exchange Act. A director disclosing zero non-derivative holdings creates a clean starting ledger for tracking future insider accumulation or divestitures ahead of potential business combinations or extension votes, but conveys no new information regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel movements. Because it records no mechanical adjustments to the trust account, redemption timeline, or sponsor actions, it carries no direct impact on shareholder redemption decisions or deal-execution tracking.