Vine Hill Capital Investment Corp. II

Previous wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Vine Hill Capital Investment Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Vine Hill Capital Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements as of August 25, 2025 and for the period from August 18, 2025 (inception) to August 25, 2025 included in the Company’s prospectus for its initial public offering included in the Company’s Registration Statement on Form S-1 as filed with the SEC on December 19, 2025 as well as the audited Closing Balance Sheet as of December 19, 2025 filed with the SEC on December 29, 2025.

Current wording

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Vine Hill Capital Investment Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Vine Hill Capital Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026.

Previous wording

We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company on August 18, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Warrants and the proceeds of the sale of our securities in connection with our initial business combination (pursuant to any the forward purchase agreements, backstop or similar agreements we may enter into following the consummation of the IPO or otherwise), our shares, debt or a combination of cash, equity and debt.

Current wording

We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company on August 18, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our Initial Business Combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an Initial Business Combination with us. We intend to effectuate our Initial Business Combination using cash from the proceeds of the Offering and the sale of the Private Placement Warrants and the proceeds of the sale of our securities in connection with our Initial Business Combination (pursuant to any the forward purchase agreements, backstop or similar agreements we may enter into following the consummation of the Offering or otherwise), our shares, debt or a combination of cash, equity and debt.

Previous wording

As of September 30, 2025, we had approximately $11,000 of cash and cash equivalents and approximately $107,000 of negative working capital. Further, we expect to incur significant costs in the pursuit of our acquisition and financing plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Current wording

As of March 31, 2026, we had approximately $2,344,000 of cash and cash equivalents. We expect to incur significant costs in the pursuit of our acquisition and financing plans. We cannot assure you that our plans to raise capital or to complete our Initial Business Combination will be successful.

Previous wording

On December 19, 2025, we completed (i) our initial public offering (the “IPO”) of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, at an offering price of $10.00 per Unit and (ii) a private placement of 5,500,000 private placement warrants with Vine Hill Capital Sponsor II LLC at a price of $1.00 per warrant (the “Private Placement”).

Current wording

On December 19, 2025, we completed (i) our Offering of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, at an offering price of $10.00 per Unit and (ii) a private placement of 5,500,000 Private Placement Warrants with the Sponsor at a price of $1.00 per warrant (the “Private Placement”).

Previous wording

The net proceeds from the IPO, together with certain of the proceeds from the Private Placement, totaling $230,000,000 in the aggregate, were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company established for the benefit of the Company’s public shareholders and the underwriter of the IPO. Except for the withdrawal of interest earned on the amounts in the trust account to fund the Company’s taxes, or upon the redemption by public shareholders of Class A ordinary shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the Trust Account will be released until the completion of the Company’s initial business combination or the redemption by the Company of 100% of the outstanding Class A ordinary shares issued by the Company in the IPO if the Company does not consummate an initial business combination within 24 months after the closing of the IPO.

Current wording

The net proceeds from the Offering, together with certain of the proceeds from the Private Placement, totaling $230,000,000 in the aggregate, were placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company established for the benefit of the Company’s public shareholders and the underwriter of the Offering. Except for the withdrawal of interest earned on the amounts in the Trust Account to fund the Company’s taxes, or upon the redemption by public shareholders of Class A ordinary shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the Trust Account will be released until the completion of the Company’s Initial Business Combination or the redemption by the Company of 100% of the outstanding Class A ordinary shares issued by the Company in the Offering if the Company does not consummate an Initial Business Combination within 24 months after the closing of the Offering.

Previous wording

As a result of the full exercise of the underwriters’ over-allotment option, (a) none of the 875,000 (after September 30, 2025 this was increased to 1,000,000 in connection with the upsize of the IPO) Class B ordinary shares were forfeited resulting in 7,666,667 Class B ordinary shares outstanding at the closing of the IPO and (b) there was no over-allotment liability to record.

Current wording

As a result of the full exercise of the underwriters’ over-allotment option, (a) none of the 875,000 (after September 30, 2025 this was increased to 1,000,000 in connection with the upsize of the Offering) Class B ordinary shares were forfeited resulting in 7,666,667 Class B ordinary shares outstanding at the closing of the Offering and (b) there was no over-allotment liability to record.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the initial public offering. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest or dividend income on cash and cash equivalents after the initial public offering. The operating costs incurred in the period from August 18, 2025 (inception) to September 30, 2025 consist of approximately $53,000 of primarily formation costs, accounting and auditing fees associated with our financial reporting. Since the IPO on December 19, 2025 we are incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses related to efforts to identify and evaluate target businesses and due diligence expenses. We expect our expenses to increase substantially since the closing of the IPO.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Offering. Following the Offering, we will not generate any operating revenues until after completion of our Initial Business Combination. We will generate non-operating income in the form of interest or dividend income on cash and cash equivalents after the Offering. The operating costs incurred in the three months ended March 31, 2026 consist of approximately $243,000 of aggregate management compensation (approximately $99,000 of which is deferred as to payment) and Sponsor fees as well as approximately $194,000 of costs primarily associated with professional fees, insurance, listing, trust and regulator fees associated with our status as a public reporting company. Since the Offering on December 19, 2025 we are incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses related to efforts to identify and evaluate target businesses and due diligence expenses. We expect our expenses to increase substantially since the closing of the Offering.

Previous wording

As a development stage SPAC our risks include, among other things, the uncertainties and potential inability to: (i) complete and achieve the expected benefits of the IPO; (ii) identify, assess, negotiate and complete a proposed acquisition of a suitable company in connection with our initial business combination; and (iii) satisfy all conditions necessary to the successful completion of our initial business combination, including without limitation, shareholder approvals of both parties, redemption of our securities pursuant to the amended and restated memorandum and articles of association, completion of related transactions customarily expected in connection with a SPAC sponsored acquisition, and other conditions. Relatedly, the successful completion of our initial business combination requires not only the success of our efforts, which cannot be assured, but also the supportiveness of relevant financial markets including equity markets, debt markets, merger and acquisition markets, capital markets and other markets, none of which can be assured.

Current wording

As a development stage SPAC our risks include, among other things, the uncertainties and potential inability to: (i) complete and achieve the expected benefits of the Offering; (ii) identify, assess, negotiate and complete a proposed acquisition of a suitable company in connection with our Initial Business Combination; and (iii) satisfy all conditions necessary to the successful completion of our Initial Business Combination, including without limitation, shareholder approvals of both parties, redemption of our securities pursuant to the amended and restated memorandum and articles of association, completion of related transactions customarily expected in connection with a SPAC sponsored acquisition, and other conditions. Relatedly, the successful completion of our Initial Business Combination requires not only the success of our efforts, which cannot be assured, but also the supportiveness of relevant financial markets including equity markets, debt markets, merger and acquisition markets, capital markets and other markets, none of which can be assured.

Previous wording

Our liquidity needs have been satisfied through September 30, 2025 through receipt of $25,000 from the sale of the Founder Shares and approximately $25,000 drawn down on an up to $300,000 in loans that were available from our Sponsor under an unsecured promissory note as well as from deferral of certain fees until closing of our IPO. On December 19, 2025 we closed the IPO and the underwriters fully exercised its overallotment option. In connection with the closing, the approximately $175,000 drawn down under the unsecured promissory note (including $150,000 borrowed subsequent to September 30, 2025) was repaid in full. The net proceeds from the sale of the units in the IPO, including the underwriters’ full exercise of its 3,000,000 unit over-allotment option, and the sale of the Private Placement Warrants for an aggregate purchase price of $5,500,000, after deducting offering expenses of approximately $10,663,000 including $563,000 in Company costs and underwriting commissions and expenses of $4,650,000 (excluding deferred underwriting commissions incurred of $8,050,000) as well as $2,600,000 credit by the underwriters toward expenses, were approximately $232,900,000, including reimbursement from the underwriters. $230,000,000 was deposited in the Trust Account, which includes the deferred underwriting commissions described above. The funds in the Trust Account will be (i) invested only in cash or U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $100 billion or more.

Current wording

Our liquidity needs have been satisfied through September 30, 2025 through receipt of $25,000 from the sale of the Founder Shares and approximately $25,000 drawn down on an up to $300,000 in loans that were available from our Sponsor under an unsecured promissory note as well as from deferral of certain fees until closing of our Offering. On December 19, 2025 we closed the Offering and the underwriters fully exercised its overallotment option. In connection with the closing, the approximately $175,000 drawn down under the unsecured promissory note (including $150,000 borrowed subsequent to September 30, 2025) was repaid in full. The net proceeds from the sale of the units in the Offering, including the underwriters’ full exercise of its 3,000,000 unit over-allotment option, and the sale of the Private Placement Warrants for an aggregate purchase price of $5,500,000, after deducting offering expenses of approximately $10,663,000 including $563,000 in Company costs and underwriting commissions and expenses of $4,650,000 (excluding deferred underwriting commissions incurred of $8,050,000) as well as $2,600,000 credit by the underwriters toward expenses, were approximately $232,900,000, including reimbursement from the underwriters. $230,000,000 was deposited in the Trust Account, which includes the deferred underwriting commissions described above. The funds in the Trust Account will be (i) invested only in cash or U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and/or (ii) deposited in an interest-bearing demand deposit account at a U.S.-chartered commercial bank with consolidated assets of $100 billion or more.

Previous wording

Subsequent to September 30, 2025, in December 2025, the Company closed on the IPO of its Units and the simultaneous sale of Private Placement Warrants resulting in an increase in its liquidity. As of September 30, 2025, the Company had cash and cash equivalents balance of approximately $11,000 and negative working capital of approximately $107,000. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of September 30, 2025, management has determined that the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an initial business combination will be successful.

Current wording

In December 2025, the Company closed on the Offering of its Units and the simultaneous sale of Private Placement Warrants resulting in an increase in its liquidity. As of March 31, 2026, the Company had cash and cash equivalents balance of approximately $2,344,000. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of March 31, 2026, management has determined that the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful.

Previous wording

We do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our Founder Shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the initial public offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, any backstop or similar agreements we may enter into following the consummation of the IPO or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Current wording

We do not believe we will need to raise additional funds following the Offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our Founder Shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed Initial Business Combination. We may also obtain financing prior to the closing of our Initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our Initial Business Combination. There is no limitation on our ability to raise funds through the issuance of equity or equity- linked securities or through loans, advances or other indebtedness in connection with our Initial Business Combination, any backstop or similar agreements we may enter into following the consummation of the Offering or otherwise. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Previous wording

As of September 30, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with our IPO, we entered into an Administrative Support Agreement with an affiliate of our Sponsor pursuant to which the Company pays such affiliate $15,000 per month for office space, utilities and secretarial and administrative support.

Current wording

As of March 31, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with our Offering, we entered into the Administrative Support Agreement with an affiliate of our Sponsor pursuant to which the Company pays such affiliate $15,000 per month for office space, utilities and secretarial and administrative support.

Previous wording

Also, commencing on December 18, 2025, the date our securities were first listed on Nasdaq, we have agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per month for their services prior to the consummation of the Company’s initial business combination, of which $16,500 per month would be payable on a current basis and the balance would be payable upon the completion of the Company’s initial business combination.

Current wording

Also, commencing on December 18, 2025, the date our securities were first listed on Nasdaq, we have agreed to compensate each of its Chief Executive Officer and Chief Financial Officer $33,000 per month for their services prior to the consummation of the Company’s Initial Business Combination, of which $16,500 per month is payable on a current basis and the balance is payable upon the completion of the Company’s Initial Business Combination.