July 31, 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.
           Registration Statement on Form S-1
           Filed July 18, 2024
           File No. 333-280880
Dear Nicholas Petruska:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 submitted July 18, 2024
Summary, page 1

1.     We refer you to your tabular presentation of dilution at quartile
intervals on the outside
       cover page and on pages 40 and 41. Such tabular presentation appears to
assume your
       maximum redemption threshold is the entire amount of shares to be sold
to public
       shareholders as part of this offering. We further note your disclosure
throughout your
       filing that you may not redeem your public shares in an amount that
would cause your net
       tangible assets, after payment of the deferred underwriting commissions,
to be less than
       $5,000,001. Please tell us how you considered this redemption
restriction in your
       determination of your maximum redemption threshold for your dilution
presentation.
       Please refer to Item 1602 of Regulation S-K.
Competitive Strengths, page 3

2.     We note the revisions made in response to prior comment 8. Please revise
the disclosure
       beginning on page 5 to include disclosure regarding NewHold Investment
Corp II.
 July 31, 2024
Page 2

Our Sponsor, page 11

3.     We partially reissue prior comment 13. Please revise the table
disclosing the nature and
       amount of compensation received or to be received to include the
anti-dilution adjustment
       of the founder shares. See Items 1602(b)(6) of Regulation S-K.
4.     We note your response to prior comment 14. Please clarify the exception
to transfer
       restrictions by virtue of the sponsor's LLC agreement. See Item
1603(a)(6) of Regulation
       S-K.

Risk Factors, page 39

5.     We partially reissue prior comment 18. We note your disclosure beginning
on page
       68 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 any warrants, which would expire
worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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
cc:   Jonathan Ko