Vine Hill Capital II (Nasdaq: VHCPU) to start separate trading of shares and warrants

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vine Hill Capital Investment Corp. II announced that holders of its units from the initial public offering may begin separately trading the underlying Class A ordinary shares and redeemable warrants on February 9, 2026.

Each unit consists of one Class A ordinary share and one-third of one warrant, with each whole warrant exercisable for one Class A share at an exercise price of $11.50. Units will continue trading on Nasdaq as VHCPU, while separated shares and warrants will trade under VHCP and VHCPW, respectively. No fractional warrants will be issued; only whole warrants will trade.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Accepted by SEC EDGAR 02/09/2026 - 04:15 PM

FAQ

What did Vine Hill Capital Investment Corp. II (VHCPU) announce in this 8-K?

Vine Hill Capital Investment Corp. II announced that, starting February 9, 2026, holders of its IPO units may separately trade the underlying Class A ordinary shares and redeemable warrants on Nasdaq, instead of only trading the bundled units as a single security.

When can VHCPU unit holders begin separate trading of shares and warrants?

Separate trading of Vine Hill Capital Investment Corp. II’s Class A ordinary shares and warrants can begin on February 9, 2026. Until holders separate their units, those units will continue to trade on the Nasdaq Global Market under the existing unit ticker symbol VHCPU.

What does each Vine Hill Capital Investment Corp. II unit (VHCPU) contain?

Each unit of Vine Hill Capital Investment Corp. II consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant allows the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to warrant terms.

Under which Nasdaq symbols will Vine Hill Capital II securities trade after separation?

After separation, units of Vine Hill Capital Investment Corp. II will continue trading under VHCPU, while the Class A ordinary shares will trade under VHCP and the redeemable warrants under VHCPW on the Nasdaq Global Market, giving investors flexibility to trade each component security individually.

Are fractional warrants issued when VHCPU units are separated?

Fractional warrants will not be issued when units of Vine Hill Capital Investment Corp. II are separated. Only whole warrants will trade on Nasdaq, meaning investors must hold enough units to receive whole warrants if they choose to separate their units into shares and warrants.

How do VHCPU holders separate units into Class A shares and warrants?

Holders of Vine Hill Capital Investment Corp. II units must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent. The broker will arrange to separate each unit into its underlying Class A ordinary share and redeemable warrant components for separate trading.

What is the business purpose of Vine Hill Capital Investment Corp. II as described?

Vine Hill Capital Investment Corp. II is a special purpose acquisition company formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination. It may target any sector or geography but plans to focus on industries aligned with its management team’s experience.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2026

VINE HILL CAPITAL INVESTMENT CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-43019

98-1898282

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

500 E Broward Blvd, Suite 900

Fort Lauderdale, FL

33394

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 848-2859

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	VHCPU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	VHCP	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	VHCPW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On February 6, 2026, Vine Hill Capital Investment Corp. II (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and redeemable warrants (“Warrants”) included in the Units commencing on February 9, 2026. Each Unit consists of one Class A Ordinary Share and one-third of one Warrant with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “VHCPU.” Any underlying Class A Ordinary Shares and Warrants that are separated will trade on Nasdaq under the symbols “VHCP” and “VHCPW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and Warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release of Vine Hill Capital Investment Corp. II, dated February 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 9, 2026

	Vine Hill Capital Investment Corp. II

	By:	/s/ Nicholas Petruska
	Name:	Nicholas Petruska
	Title:	Chief Executive Officer

Exhibit 99.1

Vine Hill Capital Investment Corp. II Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on February 9, 2026

Fort Lauderdale, Florida, Feb. 06, 2026 (GLOBE NEWSWIRE) -- Vine Hill Capital Investment Corp. II (Nasdaq: VHCPU) (the “Company”), a special purpose acquisition company, today announced that, commencing on February 9, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and warrants (the “Warrants”) included in the Units.

The Ordinary Shares and Warrants received from the separated Units will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “VHCP” and “VHCPW,” respectively. Units that are not separated will continue to trade on Nasdaq under the symbol “VHCPU.” No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.

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 on industries that complement its management team’s background, and to capitalize on the ability of its management team to identify and acquire a business.

The Units were initially offered by the Company in an underwritten offering. Stifel, Nicolaus & Company, Incorporated acted as sole book-running manager for the offering. Copies of the prospectus relating to the offering may be obtained from 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 of the Company 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 an 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” that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties, 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, which could cause actual results to differ from forward-looking statements. 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 release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.

Contact

Nicholas Petruska

Vine Hill Capital Investment Corp. II

Phone: (954) 848-2859

Email: info@vinehillcapital.com

Website: https://vinehillcapital.com/

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE OF VINE HILL CAPITAL INVESTMENT CORP. II, DATED FEBRUARY 6, 2026 8.8 KB