Vine Hill Capital Investment Corp. II
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout 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.
Mar 31, 2026 · Filed May 14, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2026-02-02.
0001213900-26-010830
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056698
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 9 previous paragraphs and 8 current paragraphs.
6 unchanged; 1 reworded; 1 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Removed paragraphs (2)
Previous report
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.
Previous report
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.
Reworded paragraphs (1)
Previous wording
As of the date of this Quarterly Report there have been no material changes to the risk factors disclosed in our prospectus for our IPO included in the Company’s Registration Statement on Form S-1 as filed with the SEC on December 19, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Current wording
As of the date of this Quarterly Report there have been no material changes to the risk factors disclosed in our prospectus for our Offering included in the Company’s Registration Statement on Form S-1 as filed with the SEC on December 19, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.