SEC Company Response from Vine Hill Capital Investment Corp. II (VHCP) — Dec 12, 2025
Vine Hill Capital Investment Corp. II
Date: Dec. 12, 2025 · CIK: 0002086264 · Accession: 0001213900-25-121393
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-291793
Referenced dates: December 12, 2025
Letter
Via EDGAR Submission
December 12, 2025
Office of Industrial Applications and Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Kristin Lochhead
Li Xiao
Nicholas O'Leary
Lauren Nguyen
Re: Vine Hill Capital Investment Corp. II
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2025
File No. 333-291793
Ladies and Gentlemen:
On behalf of Vine Hill Capital Investment Corp. II, a Cayman Islands exempted company (" we " or " Company "), we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response to the comment contained in the Staff's letter dated December 12, 2025 (the " Comment Letter "), regarding the Company's Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on December 4, 2025. For the Staff's convenience, we have repeated below the Staff's comment in the Comment Letter and have followed such comment with the Company's response. Concurrently with the transmission of this letter, we are filing the Company's Amendment No. 2 to Registration Statement on Form S-1 with the Commission through EDGAR (" Amendment No. 2 "), which reflects the Company's response to the Staff's comment and certain updated information. All page references in the response set forth below refer to page numbers in Amendment No. 2.
Amendment No. 1 to Registration Statement on Form S-1
Exhibit 10.3, page i
1. We note the reference to the end of a 30-day cure period after the date any additional funds are required to be deposited into the trust account as a condition of any extension before the commencement of the liquidation of the trust account. As applicable, please clarify the disclosures in the prospectus with respect to the liquidation of the trust account.
Response :
The Company has revised the prospectus on the cover page and pages 9, 27, 35, 48, 104, 118, 127, 151 and 161 of Amendment No. 2 in response to the Staff's comment.
* * * *
If you have any questions regarding this filing, please contact Jonathan Ko of Paul Hastings LLP at (213) 683-6188.
Thank you for your time and attention.
Sincerely,
/s/ Jonathan Ko
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CORRESP
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filename1.htm
Via EDGAR Submission
December 12, 2025
Office of Industrial Applications and Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Kristin Lochhead
Li Xiao
Nicholas O'Leary
Lauren Nguyen
Re: Vine Hill Capital Investment Corp. II
Amendment No. 1 to Registration Statement
on Form S-1
Filed December 4, 2025
File No. 333-291793
Ladies and Gentlemen:
On behalf of Vine Hill Capital Investment Corp.
II, a Cayman Islands exempted company (" we " or " Company "), we submit to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response
to the comment contained in the Staff's letter dated December 12, 2025 (the " Comment Letter "), regarding the
Company's Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on December 4, 2025. For the Staff's
convenience, we have repeated below the Staff's comment in the Comment Letter and have followed such comment with the Company's
response. Concurrently with the transmission of this letter, we are filing the Company's Amendment No. 2 to Registration Statement
on Form S-1 with the Commission through EDGAR (" Amendment No. 2 "), which reflects the Company's response to the
Staff's comment and certain updated information. All page references in the response set forth below refer to page numbers in Amendment
No. 2.
Amendment No. 1 to Registration Statement on Form S-1
Exhibit 10.3, page i
1. We note the reference to the end of a 30-day cure period after the date any additional funds are required to be deposited into
the trust account as a condition of any extension before the commencement of the liquidation of the trust account. As applicable, please
clarify the disclosures in the prospectus with respect to the liquidation of the trust account.
Response :
The Company has revised the
prospectus on the cover page and pages 9, 27, 35, 48, 104, 118, 127, 151 and 161 of Amendment No. 2 in response to the
Staff's comment.
* * * *
If you have any questions regarding this filing,
please contact Jonathan Ko of Paul Hastings LLP at (213) 683-6188.
Thank you for your time and attention.
Sincerely,
/s/ Jonathan Ko
Jonathan Ko
of PAUL HASTINGS LLP
cc: Nicholas Petruska, Vine Hill Capital Investment Corp. II
Daniel Zlotnitsky, Vine Hill
Capital Investment Corp. II
Alan Annex, Greenberg Traurig,
LLP
Jason Simon, Greenberg Traurig,
LLP