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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Vine Hill Capital Investment Corp. II
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9709D125
(CUSIP Number)
12/31/2025
(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.
G9709D125
1
Names of Reporting Persons
Adage Capital Management, 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
0.00
6
Shared Voting Power
1,575,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,575,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,575,000.00
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)
6.85 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G9709D125
1
Names of Reporting Persons
Robert Atchinson
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
0.00
6
Shared Voting Power
1,575,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,575,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,575,000.00
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)
6.85 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
G9709D125
1
Names of Reporting Persons
Phillip Gross
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
0.00
6
Shared Voting Power
1,575,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,575,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,575,000.00
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)
6.85 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vine Hill Capital Investment Corp. II
(b)
Address of issuer's principal executive offices:
500 E Broward Blvd, Suite 900, Fourt Lauderdale, FL 33394
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Vine Hill Capital Investment Corp. II, a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G9709D125.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G9709D125
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,000,000 Class A Ordinary Shares outstanding, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on December 19, 2025 and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2025, after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option, all as described therein.
(b)
Percent of class:
6.85%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
What stake does Adage Capital hold in Vine Hill Capital (VHCP)?
Adage Capital Management and its principals report beneficial ownership of 1,575,000 Class A ordinary shares of Vine Hill Capital Investment Corp. II, representing 6.85% of the outstanding Class A ordinary shares, based on 23,000,000 shares outstanding after the company’s offering.
Who are the reporting persons in the Vine Hill Capital (VHCP) Schedule 13G?
The Schedule 13G lists Adage Capital Management, L.P., and its managing members Robert Atchinson and Phillip Gross as reporting persons, each sharing voting and dispositive power over the 1,575,000 Class A ordinary shares held on behalf of Adage-managed funds.
Is Adage Capital’s stake in Vine Hill Capital (VHCP) considered passive?
Yes. The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Vine Hill Capital Investment Corp. II, consistent with a passive investment reported on Schedule 13G.
How is the 6.85% ownership in Vine Hill Capital (VHCP) calculated?
The 6.85% figure is based on 1,575,000 Class A ordinary shares beneficially owned, divided by an aggregate of 23,000,000 Class A ordinary shares outstanding as reported in Vine Hill Capital’s prospectus and Form 8-K following its offering and over-allotment exercise.
What voting and dispositive powers does Adage have over VHCP shares?
For the 1,575,000 Class A ordinary shares, the filing reports zero sole voting or dispositive power and shared voting and shared dispositive power over all such shares for Adage Capital Management, Robert Atchinson, and Phillip Gross.
What class of securities in Vine Hill Capital (VHCP) is covered by this filing?
The Schedule 13G covers Class A ordinary shares, par value $0.0001 per share, of Vine Hill Capital Investment Corp. II. These shares are included in units that use CUSIP G9709D125, which identifies the units containing the Class A ordinary shares.
