Vine Hill Capital Investment Corp. II

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 18, 2025, the Sponsor purchased an aggregate of 6,708,333 Founder Shares for an aggregate purchase price of $25,000 at an average purchase price of approximately $0.004 per share. In December 2025, we, through a share capitalization, issued to the Sponsor an additional 958,334 Founder Shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,666,667 Founder Shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Founder Shares will automatically convert into Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment., as described in the Company’s prospectus included in the Company’s Registration Statement on Form S-1 as filed with the SEC on December 19, 2025. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the Company’s initial business combination, the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism, as applicable, with respect to Class B ordinary shares in such amount as to maintain the number of Founder Shares at 25% of the total number of Class A ordinary shares and Class B ordinary shares outstanding upon the completion of the IPO. No underwriting discounts or commissions were paid with respect to such sales.

The Sponsor had agreed to forfeit up to an aggregate of 1,000,000 Founder Shares depending on the extent to which the over-allotment option is not exercised by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the IPO. On December 19, 2025, the Company closed on the underwriters’ exercise of their over-allotment option in full for 3,000,000 Units. As such, no Founder Shares were forfeited, resulting in 7,666,667 Founder Shares being outstanding at the closing of the IPO.