false 0002025396 0002025396 2024-09-09 2024-09-09 0002025396 VCICU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2024-09-09 2024-09-09 0002025396 VCICU:ClassOrdinarySharesIncludedAsPartOfUnitsMember 2024-09-09 2024-09-09 0002025396 VCICU:RedeemableWarrantsIncludedAsPartOfUnitsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2024-09-09 2024-09-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 9, 2024

 

VINE HILL CAPITAL INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42267   98-1794687

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

500 E Broward Blvd, Suite 1710

Fort Lauderdale, FL

  33394
(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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class  

Trading Symbol(s)

 

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant   VCICU   Nasdaq Global Market
Class A ordinary shares included as part of the units   VCIC   Nasdaq Global Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   VCICW   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

 

 

 

 

 

Item 8.01 Other Events.

 

On September 9, 2024, Vine Hill Capital Investment Corp. (the “Company”) completed (i) its initial public offering (the “IPO”) of 20,000,000 units (the “Units”), 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 I LLC at a price of $1.00 per warrant (the “Private Placement”).

 

The net proceeds from the IPO, together with certain of the proceeds from the Private Placement, totaling $201,000,000 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 21 months after the closing of the IPO.

 

An audited balance sheet as of September 9, 2024 reflecting receipt of the proceeds upon consummation of the IPO and Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

On September 12, 2024, the underwriters purchased 2,000,000 additional units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the partial exercise of the underwriters’ option to purchase additional units from the IPO, generating gross proceeds of $20,000,000. A total of $20,100,000 was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $221,100,000.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1   Audited Balance Sheet as of September 9, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 13, 2024

 

  VINE HILL CAPITAL INVESTMENT CORP.
   
  By: /s/ Nicholas Petruska   
  Name:  Nicholas Petruska
  Title: Chief Executive Officer

 

2