Vine Hill Capital Investment Corp. II Files 8-K

TL;DR

VHCP filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Vine Hill Capital Investment Corp. II filed an 8-K on December 19, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes related to directors and officers. The company also amended its articles of incorporation or bylaws and reported other events and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the company's structure and governance, which could impact its future operations and investor relations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and changes in corporate governance, which can introduce uncertainty and potential risks for investors.

Key Numbers

• 11.50 — Exercise Price (Redeemable warrants included as part of units are exercisable for one Class Ordinary Share at an exercise price of $11.50.)

Key Players & Entities

• Vine Hill Capital Investment Corp. II (company) — Filer
• 0001213900-25-123899 (filing_id) — Accession Number
• 20251219 (date) — Filing Date
• 20251217 (date) — Period of Report
• 6770 (sic_code) — Standard Industrial Classification (Blank Checks)
• 001-43019 (sec_file_number) — SEC File Number
• VHCP (ticker_symbol) — Company Ticker

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 VHCPW The Nasdaq Stock Market LLC
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $230,000,000 — per Unit, generating gross proceeds of $230,000,000 (before underwriting discounts and comm
• $1.00 — e, subject to adjustment, at a price of $1.00 per warrant (the " Private Placement Wa
• $15,000 — d by the Company from time to time, for $15,000 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
• $8,050,000 — the underwriters' deferred discount of $8,050,000) was placed in a trust account, with Co

Filing Documents

• ea0270328-8k_vinehill2.htm (8-K) — 60KB
• ea027032801ex1-1_vinehill2.htm (EX-1.1) — 293KB
• ea027032801ex3-1_vinehill2.htm (EX-3.1) — 319KB
• ea027032801ex4-1_vinehill2.htm (EX-4.1) — 132KB
• ea027032801ex10-1_vinehill2.htm (EX-10.1) — 39KB
• ea027032801ex10-2_vinehill2.htm (EX-10.2) — 82KB
• ea027032801ex10-3_vinehill2.htm (EX-10.3) — 113KB
• ea027032801ex10-4_vinehill2.htm (EX-10.4) — 44KB
• ea027032801ex10-5_vinehill2.htm (EX-10.5) — 12KB
• ea027032801ex10-6_vinehill2.htm (EX-10.6) — 96KB
• ea027032801ex99-1_vinehill2.htm (EX-99.1) — 7KB
• ea027032801ex99-2_vinehill2.htm (EX-99.2) — 6KB
• 0001213900-25-123899.txt ( ) — 1689KB
• vhcp-20251217.xsd (EX-101.SCH) — 4KB
• vhcp-20251217_def.xml (EX-101.DEF) — 27KB
• vhcp-20251217_lab.xml (EX-101.LAB) — 37KB
• vhcp-20251217_pre.xml (EX-101.PRE) — 25KB
• ea0270328-8k_vinehill2_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2025, the Registration Statement on Form S-1 (File No. 333-291793) relating to the initial public offering (the "IPO") of Vine Hill Capital Investment Corp. II (the "Company") was declared effective by the U.S. Securities and Exchange Commission, and the Company subsequently filed a Registration Statement on Form S-1 (File No. 333-292213) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became effective immediately upon filing (collectively, the "Registration Statement"). On December 19, 2025, the Company consummated the IPO of 23,000,000 units (the "Units"), including 3,000,000 Units issued pursuant to the exercise of the underwriter's over-allotment option in full. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary Shares"), and one-third 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 $230,000,000 (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 December 17, 2025, 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 December 17, 2025, between the Company and Vine Hill Capital Sponsor II LLC (the " Sponsor "), pursuant to which the Sponsor purchased

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 our initial business combination (including the Class A ordinary shares issuable upon exercise of these warrants) and (ii) will be entitled to registration rights. The issuance of the Private Placement Warrants was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

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 December 17, 2025, in connection with the IPO, John C. Adams, Harvey Marshall Sonenshine, Junping Wang 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 December 17, 2025, each of John C. Adams, Harvey Marshall Sonenshine and Junping Wang was also appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with John C. Adams serving as chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. On December 17, 2025, the Company entered into indemnity agreements with each of the Directors and officers of the Company, pursuant to which the Company has agreed to indemnify each officer and Director of the Company against certain claims that may arise in their roles as officers and directors of the Company. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the indemnity agreements, a form of which is attached as Exhibit 10.6 hereto and incorporated in this Item 5.02 by reference. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 17, 2025, 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. 2

01 Other Events

Item 8.01 Other Events. A total of $230,000,000 of the net proceeds from the IPO and the Private Placement (which includes the underwriters' deferred discount of $8,050,000) 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 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 24 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 24 months, subject to applicable law. On December 17, 2025, 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. On December 19, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated December 17, 2025, 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 December 17, 2025, between Continental Stock Transfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement, dated December 17, 2025, between the Company and Vine Hill Capital Sponsor II LLC 10.2 Investment Management Trust Account Agreement, dated December 17, 2025, between Continental Stock Transfer & Trust Company and the Company 10.3 Registration Rights Agreement, dated December 17, 2025, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto 10.4 Letter Agreement, dated December 17, 2025, among the Company, the Sponsor, and each of the directors and officers of the Company 10.5 Administrative Services Agreement, dated December 17, 2025, by and between the Company and Vine Hill Capital Partners LLC 10.6 Form of Indemnity Agreement, dated December 17, 2025, between the Company and each of the officers and directors of the Company 99.1 Press Release, dated December 17, 2025 99.2 Press Release, dated December 19, 2025 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: December 19, 2025 VINE HILL CAPITAL INVESTMENT CORP. II By: /s/ Nicholas Petruska Name: Nicholas Petruska Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR