Vine Hill Capital Investment Corp. II Announces Closing of Upsized $230 Million Initial Public Offering

Rhea-AI Summary

Vine Hill Capital Investment Corp. II (Nasdaq: VHCPU) closed an upsized initial public offering of 23,000,000 units at $10.00 per unit on December 19, 2025, including 3,000,000 units issued under the underwriters’ full over-allotment option, raising approximately $230 million.

Each unit contains one Class A ordinary share and one-third of one redeemable warrant; each whole warrant permits purchase of one Class A share at $11.50 subject to adjustment. Units began trading on Nasdaq under VHCPU on December 18, 2025, and separate trading of shares and warrants is expected under VHCP and VHCPW when split. The company is a special purpose acquisition company formed to pursue a business combination across industries.

Positive

• $230 million raised via upsized IPO
• 23,000,000 units offered at $10.00 per unit
• Units began trading on Nasdaq under VHCPU on Dec 18, 2025

Negative

• Each whole warrant exercisable at $11.50 may dilute shareholders upon exercise
• Company is a SPAC with no announced target business or completed combination yet

Key Figures

IPO size $230,000,000 Upsized initial public offering

Units offered 23,000,000 units Total IPO units sold

Unit price $10.00 per unit Initial public offering price

Over-allotment units 3,000,000 units Underwriters’ over-allotment option exercised in full

Warrant strike price $11.50 per share Exercise price for each whole redeemable warrant

Unit listing date December 18, 2025 Units began trading on Nasdaq Global Market

SEC effectiveness date December 17, 2025 Registration statement declared effective by the SEC

Market Reality Check

$10.05 Last Close

Volume Volume 5,854,862 is in line with the 20-day average of 5,854,962. normal

Technical Price 10.035 is trading slightly below the 200-day MA of 10.04.

Market Pulse Summary

This announcement confirms the closing of a $230,000,000 SPAC IPO at $10.00 per unit, with units trading on Nasdaq as VHCPU. Each unit includes a fraction of a redeemable warrant with a strike of $11.50, defining the initial equity and warrant terms. Investors may watch for future announcements on potential business combination targets and any changes to warrant or share trading once they separate.

Key Terms

special purpose acquisition company financial

"Vine Hill Capital Investment Corp. II (the “Company”), a special purpose acquisition company, today announced"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

redeemable warrant financial

"one Class A ordinary share and one-third of one redeemable warrant of the Company"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

over-allotment option financial

"including 3,000,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

prospectus regulatory

"The public offering was made only by means of a prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

registration statement regulatory

"The registration statement relating to the securities was declared effective"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Nasdaq Global Market technical

"The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

U.S. Securities and Exchange Commission regulatory

"declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. Not financial advice.

Fort Lauderdale, Florida, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Vine Hill Capital Investment Corp. II (the “Company”), a special purpose acquisition company, today announced the closing of its upsized initial public offering of 23,000,000 units at a price of $10.00 per unit, including 3,000,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full. The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “VHCPU” on December 18, 2025. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and warrants will be traded on Nasdaq under the symbols “VHCP” and “VHCPW,’’ respectively.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination in any business, industry, sector or geographical location, but the Company intends to focus its search on a target business in industries that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire a business.

Stifel, Nicolaus & Company, Incorporated acted as sole book-running manager for the offering. Paul Hastings LLP served as legal counsel to the Company. Greenberg Traurig, LLP served as legal counsel to the underwriters.

The public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Stifel, Nicolaus & Company, Incorporated: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate Department, One South Street, 15th Floor, Baltimore, Maryland 21202, or by email: SyndProspectus@Stifel.com  or by telephone: (855) 300-7136.

The registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds from the offering. No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

Contact

Nicholas Petruska
Vine Hill Capital Investment Corp. II
Phone: (954) 848-2859
Email: info@vinehillcapital.com

FAQ

What did Vine Hill Capital Investment Corp. II (VHCPU) announce on December 19, 2025?

The company closed an upsized IPO of 23,000,000 units at $10.00 per unit, raising about $230 million, including a 3,000,000‑unit over‑allotment.

When did VHCPU begin trading on Nasdaq and under what ticker?

Units began trading on Nasdaq under the ticker VHCPU on Dec 18, 2025.

What does each VHCPU unit include and what is the warrant exercise price?

Each unit includes one Class A share and one‑third of a warrant; each whole warrant allows purchase of one Class A share at $11.50 subject to adjustment.

Will VHCPU’s shares and warrants trade separately and under which symbols?

The company expects Class A shares and warrants to trade separately on Nasdaq under VHCP and VHCPW, respectively, once separated.

Who managed the VHCPU offering and when was the registration declared effective?

Stifel acted as sole book‑running manager, and the SEC declared the registration effective on Dec 17, 2025.