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Vine Hill Capital Investment Corp. II

For the period ended Sep 30, 2025. Filed Feb 2, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Feb 2, 2026

VHCP$10.09-0.0%Stored close · as of Nov 5, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number:001-43019

(Exact name of registrant as specified in its charter)

Cayman Islands98-1898282
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
500 E. Broward Blvd., Suite 900 Fort Lauderdale, FL33394
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(954) 848-2859

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrantVHCPUThe Nasdaq Stock Market LLC
Class A ordinary shares included as part of the unitsVHCPThe Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50VHCPWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐

As of January 30, 2026, there were 23,000,000 shares of the Company’s Class A ordinary shares and 7,666,667 shares of the Company’s Class B ordinary shares issued and outstanding.

Table of Contents

Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements1
Condensed Balance Sheet as of September 30, 2025 (Unaudited)1
Condensed Statement of Operations for the period from August 18, 2025 (inception) to September 30, 2025 (Unaudited)2
Condensed Statement of Changes in Shareholders’ Deficit for the period from August 18, 2025 (inception) to September 30, 2025 (Unaudited)3
Condensed Statement of Cash Flows for the period from August 18, 2025 (inception) to September 30, 2025 (Unaudited)4
Notes to Condensed Financial Statements (Unaudited)5
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations17
Item 3.Quantitative and Qualitative Disclosures About Market Risk21
Item 4.Controls and Procedures22
PART II - OTHER INFORMATION
Item 1.Legal Proceedings23
Item 1A.Risk Factors23
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds23
Item 3.Defaults Upon Senior Securities24
Item 4.Mine Safety Disclosures24
Item 5.Other Information24
Item 6.Exhibits24
Signatures25

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.