[SCHEDULE 13G] Vine Hill Capital Investment Corp. SEC Filing

Rhea-AI Filing Summary

Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P., and Robin Shah filed a Schedule 13G reporting beneficial ownership of 1,100,000 Class A ordinary shares of Vine Hill Capital Investment Corp., representing 5.0% of the issuer's 22,000,000 shares outstanding per the issuer's 10-Q as of June 30, 2025. The filing states the reported Shares are held by the Master Fund, with Tenor Capital serving as the Master Fund's investment manager and Robin Shah serving as managing member of the general partner of Tenor Capital, which may give them shared voting and dispositive power with respect to the Shares owned by the Master Fund. Each Reporting Person disclaims beneficial ownership except to the extent of pecuniary interest. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

Positive

• 1,100,000 shares expressly disclosed, providing transparency into a 5.0% ownership stake
• Ownership structure clearly described: Shares held by Tenor Opportunity Master Fund, managed by Tenor Capital, with Robin Shah as managing member
• Filing classification as Schedule 13G indicates a reported passive position and includes a certification that the shares were not acquired to change control

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: A 5.0% passive stake in Vine Hill is disclosed by Tenor-linked entities and an individual.

The Schedule 13G reports 1,100,000 shares, or 5.0% of the 22,000,000 outstanding shares, held by Tenor Opportunity Master Fund, with Tenor Capital as manager and Robin Shah linked as managing member.

This filing is made on a Schedule 13G form, which indicates a passive ownership position rather than an intent to influence control; the signatory certified the shares were not acquired to change control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Vine Hill Capital Investment Corp.

(Name of Issuer)

Class A ordinary shares, $0.0001 Par Value

(Title of Class of Securities)

G93Y09107

(CUSIP Number)

09/26/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

Tenor Capital Management Company, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

Tenor Opportunity Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G93Y09107

1

Names of Reporting Persons

Robin Shah

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,100,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,100,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,001.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Vine Hill Capital Investment Corp.
(b)	Address of issuer's principal executive offices: 500 E. Broward Blvd., Suite 900 Fort Lauderdale, FL 33394
Item 2.
(a)	Name of person filing: Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah
(b)	Address or principal business office or, if none, residence: 810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)	Citizenship: Tenor Capital Management Company, L.P. - Delaware Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA
(d)	Title of class of securities: Class A ordinary shares, $0.0001 Par Value
(e)	CUSIP No.: G93Y09107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Tenor Capital Management Company, L.P. - 5.0% Tenor Opportunity Master Fund, Ltd. - 5.0% Robin Shah - 5.0% The Class A ordinary shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on August 12, 2025 indicating that there are 22,000,000 Shares issued and outstanding as of June 30, 2025.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 5.0% Tenor Opportunity Master Fund, Ltd. - 5.0% Robin Shah - 5.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 1,100,000 Tenor Opportunity Master Fund, Ltd. - 1,100,000 Robin Shah - 1,100,000
	(ii) Shared power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iii) Sole power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 1,100,000 Tenor Opportunity Master Fund, Ltd. - 1,100,000 Robin Shah - 1,100,000
	(iv) Shared power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tenor Capital Management Company, L.P.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Date:	10/03/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	10/03/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	10/03/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

What stake did Tenor report in Vine Hill Capital Investment Corp. (VCIC)?

The filing reports beneficial ownership of 1,100,000 shares, equal to 5.0% of the 22,000,000 shares outstanding.

Who holds the shares reported on the Schedule 13G for VCIC?

The Shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital Management Company, L.P. as investment manager and Robin Shah connected as managing member.

Does the Schedule 13G indicate an intent to influence control of VCIC?

No; the filer certified the securities were not acquired and are not held to change or influence control of the issuer.

What basis was used to calculate the 5.0% ownership percentage?

The percentage is calculated using the issuer's 10-Q statement indicating 22,000,000 Shares issued and outstanding as of June 30, 2025.

Who signed the Schedule 13G filing for VCIC?

The filing is signed by Robin Shah on behalf of Tenor Capital Management Company, L.P. and Tenor Opportunity Master Fund, Ltd. with signature dates of 10/03/2025.