Vine Hill Capital Investment Corp. Files 8-K with Material Agreements

TL;DR

Vine Hill Capital Investment Corp. filed an 8-K detailing material agreements, equity sales, and board changes.

AI Summary

Vine Hill Capital Investment Corp. entered into a Material Definitive Agreement on September 5, 2024, related to its units, which consist of ordinary shares and redeemable warrants. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including compensatory arrangements. Additionally, there were amendments to its articles of incorporation and bylaws.

Why It Matters

This filing indicates significant corporate actions and potential future equity events for Vine Hill Capital Investment Corp., impacting its share structure and governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Numbers

• 11.50 — Exercise Price (Warrants included in units are exercisable for one Class Ordinary Share at $11.50.)

Key Players & Entities

• Vine Hill Capital Investment Corp. (company) — Filer
• September 5, 2024 (date) — Date of Material Definitive Agreement and Equity Sales
• 0001213900-24-077453 (filing_id) — Accession Number
• 001-42267 (company_id) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 VCICW Nasdaq Global Market Indica
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $200,000,000 — per Unit, generating gross proceeds of $200,000,000 (before underwriting discounts and comm
• $1.00 — e, subject to adjustment, at a price of $1.00 per warrant (the " Private Placement Wa
• $10,000 — d by the Company from time to time, for $10,000 per month until the earlier of the Comp
• $5,500,000 — t Warrant, generating gross proceeds of $5,500,000 (the " Private Placement "). The Privat
• $201,000,000 — . Item 8.01 Other Events. A total of $201,000,000 of the net proceeds from the IPO and th
• $7,000,000 — nderwriters' deferred discount of up to $7,000,000) was placed in a trust account, with Co

Filing Documents

• ea0214059-8k_vinehill.htm (8-K) — 59KB
• ea021405901ex1-1_vinehill.htm (EX-1.1) — 246KB
• ea021405901ex3-1_vinehill.htm (EX-3.1) — 279KB
• ea021405901ex4-1_vinehill.htm (EX-4.1) — 132KB
• ea021405901ex10-1_vinehill.htm (EX-10.1) — 41KB
• ea021405901ex10-2_vinehill.htm (EX-10.2) — 86KB
• ea021405901ex10-3_vinehill.htm (EX-10.3) — 112KB
• ea021405901ex10-4_vinehill.htm (EX-10.4) — 45KB
• ea021405901ex10-5_vinehill.htm (EX-10.5) — 12KB
• ea021405901ex10-6_vinehill.htm (EX-10.6) — 91KB
• ea021405901ex99-1_vinehill.htm (EX-99.1) — 7KB
• 0001213900-24-077453.txt ( ) — 1593KB
• vcic-20240905.xsd (EX-101.SCH) — 4KB
• vcic-20240905_def.xml (EX-101.DEF) — 27KB
• vcic-20240905_lab.xml (EX-101.LAB) — 37KB
• vcic-20240905_pre.xml (EX-101.PRE) — 25KB
• ea0214059-8k_vinehill_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2024, the Registration Statement on Form S-1 (File No. 333-280880) (the " Registration Statement ") relating to the initial public offering (the " IPO ") of Vine Hill Capital Investment Corp. (the " Company ") was declared effective by the U.S. Securities and Exchange Commission. On September 9, 2024, the Company consummated the IPO of 20,000,000 units (the " Units "). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the " Class A Ordinary Shares "), and one-half of one redeemable warrant (the " Public Warrants "), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated September 5, 2024, between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in Schedule A thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters; a Private Placement Warrants Purchase Agreement, dated September 5, 2024, between the Company and Vine Hill Capital Sponsor I LLC (the " Sponsor "), pursuant to which the Sponsor purchased 5,500,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the " Private Placement Warrants " and together with the Public Warrants, the " Warrants "); a Warrant Agreement, dated September 5, 2024, between the Comp

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 5,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,500,000 (the " Private Placement "). The Private Placement Warrants, which were purchased by the Sponsor, are identical to the Public Warrants, except that they (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company's initial business combination (including the Class A ordinary shares issuable upon exercise of these warrants) and (ii) are entitled to registration rights.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective September 5, 2024, in connection with the IPO, John Adams, Gregory Ethridge, Dean Seavers and Daniel Zlotnitsky (the " New Directors " and, collectively with Nicholas Petruska, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective September 5, 2024, each of Dean Seavers, Gregory Ethridge and John Adams was also appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with Gregory Ethridge serving as chair of the Audit Committee, John Adams serving as chair of the Compensation Committee, and Dean Seavers serving as chair of the Nominating and Corporate Governance Committee. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors. Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 5, 2024, the Company's Amended and Restated Memorandum and Articles of Association became effective. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $201,000,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters' deferred discount of up to $7,000,000) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay the Company's taxes as described in the Registration Statement, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company's obligation to provide for the redemption of the Company's public shares in connection with an initial business combination or to redeem 100% of the Company's public shares if the Company has not consummated an initial business combination within 21 months or (ii) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (3) the redemption of all of the Company's public shares if the Company is unable to complete an initial business combination within 21 months, subject to applicable law. On September 5, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated September 5, 2024, between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, dated September 5, 2024, between Continental Stock Transfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement, dated September 5, 2024, between the Company and Vine Hill Capital Sponsor I LLC 10.2 Investment Management Trust Account Agreement, dated September 5, 2024, between Continental Stock Transfer & Trust Company and the Company 10.3 Registration Rights Agreement, dated September 5, 2024, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto 10.4 Letter Agreement, dated September 5, 2024, among the Company, the Sponsor, and each of the initial shareholders, directors and officers of the Company 10.5 Administrative Support Agreement, dated September 5, 2024, by and between the Company and Vine Hill Capital Partners LLC 10.6 Form of Indemnification Agreement, dated September 5, 2024, between the Company and each of the officers and directors of the Company 99.1 Press Release, dated September 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 10, 2024 VINE HILL CAPITAL INVESTMENT CORP. By: /s/ Nicholas Petruska Name: Nicholas Petruska Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR