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 Vine Hill Capital Investment Corp. II
500 E Broward Blvd., Suite 900

 Fort Lauderdale, FL 33394

 December 15, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re: Vine Hill Capital Investment Corp. II
Registration Statement on Form S-1, as amended
File No. 333-291793

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Vine Hill Capital Investment Corp. II, a Cayman Islands exempted company (the " Company "), hereby
requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on Wednesday, December 17, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Paul Hastings LLP, request
by telephone that such Registration Statement be declared effective.

 Please contact Jonathan Ko of Paul Hastings LLP,
counsel to the Company, at (213) 683-6188, as soon as the registration statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

 Sincerely,

 /s/ Nicholas Petruska

 Nicholas Petruska

 Chief Executive Officer

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 December 15, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Nicholas O'Leary and Lauren Nguyen

 Re:
 Vine Hill Capital Investment Corp. II

 Registration Statement on Form S-1

 Filed November 25, 2025, as amended

 File No. 333-291793

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Vine Hill Capital Investment Corp.
II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00
p.m. Eastern Time on December 17, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 STIFEL, NICOLAUS & COMPANY, INCORPORATED

 By:
 /s/ Craig DeDomenico

 Name:
 Craig DeDomenico

 Title:
 Managing Director

 [ Signature Page to UW Acceleration Request ]

December 12, 2025
Nicholas Petruska
Chief Executive Officer
Vine Hill Capital Investment Corp. II
500 E Broward Blvd., Suite 900
Fort Lauderdale, FL 33394
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
Dear Nicholas Petruska:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 24, 2025,
letter.
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.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other

December 12, 2025
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jonathan Ko, Esq.

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 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

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 Via EDGAR Submission

 November 25, 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

 Kristin Lochhead

 Li Xiao

 Nicholas O'Leary

 Lauren Nguyen

 Re: Vine Hill Capital Investment Corp. II

 Draft Registration Statement on Form S-1

 Submitted September 16, 2025

 CIK No. 0002086264

 Dear Kristin Lochhead, Li Xiao, Nicholas O'Leary and Lauren Nguyen:

 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 November 24, 2025 (the " Comment Letter "), and the oral comment provided on November
25, 2025 (the " Oral Comment ") regarding the Company's Draft Registration Statement on Form S-1 confidentially
submitted to the Commission on September 16, 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 publicly filing the Company's Registration Statement on Form S-1 with the Commission through EDGAR (the " Registration
Statement "), 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 the Registration Statement.

 Draft Registration Statement on Form S-1 Submitted September 16,
2025

 Cover Page

 1. Please expand your conflicts of interest disclosure in the paragraph under the dilution table to address the conflicts between
the SPAC, the sponsor, its promoters and affiliates, on the one hand, and the public shareholders on the other. Refer to Item 1602(a)(5)
of Regulation S-K.

 Response :

 The Company has revised the cover page of the Registration Statement in response to the Staff's comment.

 Additionally, in response to the Staff's Oral Comment, the Company has revised the disclosure regarding the deferred underwriting
commission in the risk factor appearing on page 46 of the Registration Statement.

 * * * *

 If you have any questions regarding this submission,
please contact Jonathan Ko 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

November 24, 2025
Nicholas Petruska
Chief Executive Officer
Vine Hill Capital Investment Corp. II
500 E Broward Blvd., Suite 900
Fort Lauderdale, FL 33394
Re:Vine Hill Capital Investment Corp. II
Draft Registration Statement on Form S-1
Submitted September 16, 2025
CIK No. 0002086264
Dear Nicholas Petruska:
            We have conducted a limited review of your draft registration statement and have the
following comment.
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. 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 the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted September 16, 2025
Cover Page
1.Please expand your conflicts of interest disclosure in the paragraph under the dilution
table to address the conflicts between the SPAC, the sponsor, its promoters and
affiliates, on the one hand, and the public shareholders on the other. Refer to Item
1602(a)(5) of Regulation S-K.

November 24, 2025
Page 2
            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.
            We also remind you that your registration statement and non-public draft submission
must be on file at least two business days prior to the requested effective date and time. 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 Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jonathan Ko, Esq.