SecProbe.io

July 31, 2024
Nicholas Petruska
Chief Executive Officer
Vine Hill Capital Investment Corp.
500 E Broward Blvd, Suite 1710
Fort Lauderdale, FL 33394
Re:Vine Hill Capital Investment Corp.
Registration Statement on Form S-1
Filed July 18, 2024
File No. 333-280880
Dear Nicholas Petruska:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 submitted July 18, 2024
Summary, page 1
1.We refer you to your tabular presentation of dilution at quartile intervals on the outside
cover page and on pages 40 and 41. Such tabular presentation appears to assume your
maximum redemption threshold is the entire amount of shares to be sold to public
shareholders as part of this offering. We further note your disclosure throughout your
filing that you may not redeem your public shares in an amount that would cause your net
tangible assets, after payment of the deferred underwriting commissions, to be less than
$5,000,001. Please tell us how you considered this redemption restriction in your
determination of your maximum redemption threshold for your dilution presentation.
Please refer to Item 1602 of Regulation S-K.
Competitive Strengths, page 3
2.We note the revisions made in response to prior comment 8. Please revise the disclosure
beginning on page 5 to include disclosure regarding NewHold Investment Corp II.

July 31, 2024
Page 2
Our Sponsor, page 11
3.We partially reissue prior comment 13. Please revise the table disclosing the nature and
amount of compensation received or to be received to include the anti-dilution adjustment
of the founder shares. See Items 1602(b)(6) of Regulation S-K.
4.We note your response to prior comment 14. Please clarify the exception to transfer
restrictions by virtue of the sponsor's LLC agreement. See Item 1603(a)(6) of Regulation
S-K.

Risk Factors, page 39
5.We partially reissue prior comment 18. We note your disclosure beginning on page
68 that the assets in your trust account will be securities, including U.S. Government
securities or shares of money market funds registered under the Investment Company Act
and regulated pursuant to rule 2a-7 of that Act. Please revise to include disclosure with
respect to the consequences to investors if you are required to wind down your operations
as a result of this status, such as any warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Jonathan Ko