July 15, 2024

Nicholas Petruska
Chief Executive Officer
Vine Hill Capital Investment Corp.
500 E Broward Blvd, Suite 1710
Fort Lauderdale, FL 33394

       Re: Vine Hill Capital Investment Corp.
           Draft Registration Statement on Form S-1
           Submitted June 11, 2024
           CIK No. 0002025396
Dear Nicholas Petruska:

        We have reviewed your draft registration statement and have the
following comments. It
appears you have included disclosure intended to address the new rules and
amendments relating
to special purpose acquisition companies. Please note that our comments in this
letter reflect your
choice to submit a registration statement that includes disclosure based on
these rules before such
disclosure was required.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement submitted June 11, 2024
Cover Page

1.     Please clearly disclose the "certain conditions as further described
herein" relating to the
       redemption of public shareholders in connection with the liquidation of
the company. We
       are unable to locate disclosure elsewhere in the prospectus regarding
these certain
       conditions.
2.     Please clearly disclose any limitations upon redemptions, as required by
Item 1602(a)(2)
       of Regulation S-K. For example, we note the disclosure on page 27
regarding the
       limitation on redemption of shareholders holding more than 15% of the
shares sold
 July 15, 2024
Page 2

       in this offering if a shareholder vote is held, and the limitation on
redemptions that would
       cause net tangible assets to be less than $5,000,001, as referenced on
page 26.
3.     Please revise the disclosure regarding dilution relating to the founders
shares to also
       disclose whether the anti-dilution adjustment to the founders shares in
connection with the
       initial business combination may result in material dilution of
purchasers' equity interests.
       See Item 1602(a)(3) of Regulation S-K.
4.     When discussing the amount of compensation received or to be received,
as required by
       Item 1602(a)(3) of Regulation S-K, please include the repayment of
loans.
5.     When discussing the class B ordinary shares, please revise to clarify
that the class B
       ordinary shares will have the right to vote on the appointment or
removal of directors.
6.     Please revise the compensation disclosure to also include the amount of
compensation to
       be paid to your CFO Daniel Zlotnitsky, and Executive Chairman Nominee
Dean
       Seavers, as referenced on page 30. See Item 1602(a)(3) of Regulation
S-K.
7.     Please provide a cross-reference to all the sections in the prospectus
for disclosures
       related to each of compensation, dilution, and material conflicts of
interest, as required by
       Item 1602(a)(3), (4), and (5) of Regulation S-K.
Competitive Strengths, page 3

8.     Please expand your disclosure to clearly identify any special purpose
acquisition company
       business combinations in which your management team has participated.
For each
       SPAC, clearly disclose any extensions and redemption levels in
connection with any
       extension and/or business combination. For those SPACs that have
completed a de-SPAC
       transaction, disclose the current trading prices. See Item 1603(a)(3) of
Regulation S-K.
9.     We note that Kevin Charlton is designated as your special advisor.
Please disclose the role
       of your advisor and any related compensation they will receive in
connection with your
       initial public offering or your initial business combination.
Initial Business Combination, page 6

10.    Please disclose whether security holders will have voting or redemption
rights with
       respect to an extension to 27 months. In addition, please disclose your
plans if you do not
       consummate a de-SPAC transaction within 24 months, or 27 months if you
have entered
       into a definitive agreement for an initial business combination,
including whether you
       expect to extend the time period, whether there are any limitations on
the number of
       extensions, including the number of times, and the consequences to the
SPAC sponsor of
       not completing an extension of this time period. See Item 1602(b)(4) of
Regulation S-K.
11.    We note your disclosure that you may need to obtain additional financing
for working
       capital needs and transaction costs in connection with the search and
completion of the
       initial business combination, to complete an initial business
combination, or because you
       become obligated to redeem a significant number of your public shares.
Please describe
       how additional financings may impact unaffiliated security holders. See
Item 1602(b)(5)
       of Regulation S-K.
 July 15, 2024
Page 3
Our Sponsor, page 9

12.    Please revise the table on page 9 to also include the compensation to be
paid to your
       CFO Daniel Zlotnitsky, and Executive Chairman Nominee Dean Seavers. See
Items
       1602(b)(6) and Item 1603(a)(6) of Regulation S-K.
13.    Please revise the table disclosing the nature and amount of compensation
received or to be
       received to include loan reimbursements, the anti-dilution adjustment of
the founder
       shares, and repayment of out-of-pocket expenses. Also describe the
extent to which this
       compensation and securities issuance, as well as the private placement
warrants which
       may be exercised on a cashless basis, may result in a material dilution
of the purchasers
       equity interests. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
14.    Please clarify the exception to transfer restrictions by virtue of the
sponsor's LLC
       agreement.
15.    Please revise the disclosure on page 10 to also disclose the lock-up
agreement with the
       underwriter, as discussed on page 171. See Item 1603(a)(9) of Regulation
S-K.
Conflicts of Interest, page 31

16.    When discussing the conflicts of interest of the sponsor and management
team from
       owning securities in the company, please revise to clearly disclose the
nominal price paid
       for the securities and the conflict of interest in determining whether
to pursue a de-SPAC
       transaction. In addition, please add disclosure of the conflicts of
interest relating to the
       compensation, repayment of loans, and reimbursements of expenses that
will be paid to
       officers and directors affiliated with the sponsor upon completion of a
de-SPAC
       transaction. Please also disclose the potential conflicts of interest
due to the potential
       payment of finder's fees, advisory fees, consulting fees, or success
fees for any services
       rendered for completion of the initial business combination, as
referenced on page 30.
       Lastly, please disclose the potential conflicts of interest arising from
the ability to
       complete a de-SPAC transaction with an entity affiliated with your
sponsor, officers or
       directors, as disclosed on page 8. See Item 1602(b)(7) of Regulation
S-K.
Risk Factors, page 39

17.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled by,
       has any members who are, or has substantial ties with, a non-U.S.
person. Also revise
       your filing to include risk factor disclosure that addresses how this
fact could impact your
       ability to complete your initial business combination. For instance,
discuss the risk to
       investors that you may not be able to complete an initial business
combination with a
       target company should the transaction be subject to review by a U.S.
government entity,
       such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately
       prohibited. Disclose that as a result, the pool of potential targets
with which you could
       complete an initial business combination may be limited. Further,
disclose that the time
       necessary for government review of the transaction or a decision to
prohibit the
       transaction could prevent you from completing an initial business
combination and
       require you to liquidate. Disclose the consequences of liquidation to
investors, such as the
       losses of the investment opportunity in a target company, any price
appreciation in the
       combined company, and the warrants, which would expire worthless.
 July 15, 2024
Page 4
18.    We note your disclosure beginning on page 63 that the assets in your
trust account will be
       securities, including U.S. Government securities or shares of money
market funds
       registered under the Investment Company Act and regulated pursuant to
rule 2a-7 of that
       Act. Please revise to include disclosure with respect to the
consequences to investors if
       you are required to wind down your operations as a result of this
status, such as the losses
       of the investment opportunity in a target company, any price
appreciation in the combined
       company, and any warrants, which would expire worthless. Please confirm
that if your
       facts and circumstances change over time, you will update your
disclosure to reflect how
       those changes impact the risk that you may be considered to be operating
as an
       unregistered investment company.
Management, page 123

19.    We note your disclosure on page 22 stating that, in the event your
initial shareholders,
       directors, officers, or their affiliates were to purchase shares from
public shareholders,
       such purchases would be structured in compliance with the requirements
of Rule 14e-5
       under the Exchange Act, including that your registration statement/proxy
statement filed
       for your business combination transaction would include a representation
that any of your
       securities purchased by your initial shareholders, directors, officers,
or any of their
       affiliates would not be voted in favor of approving the business
combination transaction.
       Please reconcile with the disclosure on page 131 and elsewhere stating
that in the event
       that you submit your initial business combination to public shareholders
for a vote, your
       initial shareholders, officers and directors will agree to vote any
founder shares and any
       public shares held by them in favor of your initial business
combination, and your officers
       and directors also will agree to vote public shares purchased by them
(if any) during or
       after this offering in favor of our initial business combination. Please
reconcile or advise.
       Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation
       166.01 for guidance.
20.    Please state the basis for your statement that you do not believe that
the fiduciary,
       contractual or other obligations or duties of your officers or directors
will materially affect
       your ability to complete a business combination.
Executive Officer and Director Compensation, page 125

21.    Please revise to discuss the membership interests in the sponsor that
the independent
       directors will receive for their service as a director. See Item
402(r)(3) of Regulation S-K.
Conflicts of Interest, page 128

22.    Please disclose the nominal price paid for the founder shares and the
private placement
       warrants which may be exercised on a cashless basis, and the conflict of
interest in
       determining whether to pursue a de-SPAC transaction. In addition, please
add disclosure
       of the conflicts of interest relating to the compensation, repayment of
loans, and
       reimbursements of expenses that will be paid to officers and directors
affiliated with the
       sponsor upon completion of a de-SPAC transaction. Please also disclose
the potential
       conflicts of interest due to the potential payment of finder's fees,
advisory fees, consulting
       fees, or success fees for any services rendered for completion of the
initial business
       combination, as referenced on page 30. Lastly, please disclose the
potential conflicts of
       interest arising from the ability to complete a de-SPAC transaction with
an entity
 July 15, 2024
Page 5

       affiliated with your sponsor, officers or directors, as disclosed on
page 8. See Item
       1603(b) of Regulation S-K.
       Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at 202-551-3357 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction