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Vine Hill Capital Sponsor II LLC and Nicholas Petruska have filed a beneficial ownership report on Vine Hill Capital Investment Corp. II. As of December 17, 2025, they may be deemed to beneficially own 7,666,667 Class B ordinary shares, automatically convertible into Class A ordinary shares.
These holdings represent 25% of the Class A ordinary shares, assuming conversion of all issued and outstanding Class B shares, based on 23,000,000 Class A and 7,666,667 Class B shares outstanding as of January 30, 2026. The filing notes shared voting and dispositive power through the sponsor entity, and excludes 5,500,000 Class A shares underlying warrants that are not exercisable within 60 days.
Adage Capital Management and its principals reported a sizable passive stake in Vine Hill Capital Investment Corp. II. They beneficially own 1,575,000 Class A ordinary shares, representing 6.85% of the company’s Class A ordinary shares outstanding.
The filing attributes shared voting and shared dispositive power over all 1,575,000 shares to Adage Capital Management, Robert Atchinson, and Phillip Gross. The ownership percentage is based on 23,000,000 Class A ordinary shares outstanding after Vine Hill Capital’s offering and full exercise of the underwriters’ over-allotment option.
The reporting persons state the shares were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of the company.