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 VINE HILL CAPITAL INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Indicate by chec ...

Group 1 - The Company, Vine Hill Capital Investment Corp. II, successfully closed its upsized initial public offering of 23,000,000 units at a price of $10.00 per unit, including 3,000,000 units from the underwriters' over-allotment option [1] - The units began trading on the Nasdaq Global Market under the ticker symbol "VHCPU" on December 18, 2025, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant [1] - Each whole warrant allows the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments [1] Group 2 - The Company was formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, focusing on industries that complement its management team's background [2] - The Company intends to capitalize on its management team's ability to identify and acquire a business [2] Group 3 - Stifel, Nicolaus & Company, Incorporated acted as the sole book-running manager for the offering, while Paul Hastings LLP and Greenberg Traurig, LLP served as legal counsel to the Company and underwriters, respectively [3]

Group 1: Vine Hill Capital Investment II - Vine Hill Capital Investment II raised $200 million by issuing 20 million units at $10 each, exceeding the initial expectation by 2.5 million units [2] - Each unit consists of one common share and one-third of a warrant with an exercise price of $11.50 [2] - The company plans to invest in sectors including industrial, technology, transportation, automotive, logistics, packaging, fintech, digital assets, and AI infrastructure [2] Group 2: American Drive Acquisition - American Drive Acquisition completed a $200 million IPO by issuing 20 million units at $10 each, with each unit containing one common share and one-third of a warrant priced at $11.50 [6] - The SPAC is led by CEO Anthony Eisenberg, who is also a director at other SPACs [7] - The focus areas for investment include defense, logistics, technology, and artificial intelligence [7] Group 3: HAMA Intelligence - HAMA Intelligence submitted a new IPO application to raise up to $7 million, after previously withdrawing an application [9] - The company plans to issue 1.1 million shares at a price range of $5 to $7, targeting a market capitalization of $121 million [9][10] - HAMA Intelligence provides a range of business services, including accounting and compliance consulting [9] Group 4: Proem Acquisition I - Proem Acquisition I filed for an IPO to raise up to $130 million by issuing 13 million units at $10 each [11] - Each unit will include one common share and one-third of a warrant with an exercise price of $11.50 [11] - The SPAC is led by CEO Imran Khan, who has a background in e-commerce and strategic roles in other companies [11][12]

Core Points - Vine Hill Capital Investment Corp. II has announced the pricing of its upsized initial public offering (IPO) of 20,000,000 units at a price of $10.00 per unit, with trading expected to begin on Nasdaq under the ticker symbol "VHCPU" on December 18, 2025 [1] - Each unit consists of one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 per share [1] - The offering is expected to close on December 19, 2025, subject to customary closing conditions [1] Company Overview - The Company was formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, focusing on industries that complement its management team's background [2] Underwriting and Legal Counsel - Stifel, Nicolaus & Company, Incorporated is acting as the sole book-running manager for the offering, with a 45-day option granted to underwriters to purchase up to 3,000,000 additional units to cover over-allotments [3] - Paul Hastings LLP is serving as legal counsel to the Company, while Greenberg Traurig, LLP is serving as legal counsel to the underwriters [3] Prospectus Information - The public offering is being made only by means of a prospectus, which can be obtained from Stifel, Nicolaus & Company, Incorporated [4] Regulatory Approval - A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (SEC) on December 17, 2025 [5]

As filed with the United States Securities and Exchange Commission on December 3, 2025 under the Securities Act of 1933, as amended. Registration No. 333-291793 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––– Vine Hill Capital Investment Corp. II (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––– | Cayman Islands | 6770 | N/A | | --- | --- | --- ...

Group 1 - The US IPO market experienced a quiet week due to the Thanksgiving holiday, with two blank check companies going public and several others filing initial applications [1][3] - Soulpower Acquisition announced a merger with SWB Holdings, with a proposed valuation of $8.1 billion, marking one of the largest merger announcements of the year [1] - Two SPACs completed pricing, with Invest Green Acquisition raising $150 million and SC II Acquisition also raising $150 million, both focusing on renewable energy [1] Group 2 - Three SPACs filed for initial public offerings, including Mountain Lake Acquisition II aiming to raise $261 million, Vine Hill Capital II targeting $175 million, and Social Commerce Partners seeking $100 million [2] - Edison Oncology Holding submitted an IPO application to raise $25 million, while Direct Communications Solutions aims to raise $15 million [1][2] - The IPO market is expected to remain relatively calm at the beginning of December, with no pricing plans for the upcoming week, although some issuers may still complete pricing before year-end [3] Group 3 - Medline is anticipated to be a focal point in the IPO market, with an expected raise of $5 billion, which would be the largest IPO in the US since 2021 [3][4] - Other notable potential listings include Klook, Grayscale, and York Space Systems, which have recently submitted preliminary applications [4] - Companies like Hornbeck Offshore Services, Cardinal Infrastructure, and Andersen Group have updated their prospectuses and may go public before the end of the year [4]

As filed with the United States Securities and Exchange Commission on November 25, 2025 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––– Vine Hill Capital Investment Corp. II (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––– Cayman Islands 6770 N/A (Primary Standard Industrial (State or other juris ...