| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value |
| (b) | Name of Issuer:
VINCE HOLDING CORP. |
| (c) | Address of Issuer's Principal Executive Offices:
136 Madison Avenue, 5th and 6th Floor, New York,
NEW YORK
, 10016. |
|
| Item 2. | Identity and Background |
|
| (a) | This Amended Schedule 13D is filed by (i) P180 Vince Acquisition Co. ("P180 Vince Acquisition Co."), a Delaware corporation, (ii) P180, Inc., a Delaware corporation and Parent of P180 Vince Acquisition Co. ("P180" or "Parent"), (iii) Brendan Hoffman, a United States citizen ("Hoffman"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | The principal business address for the Reporting Persons is:
136 Madison Avenue
5th and 6th Floor
New York, NY 10016 |
| (c) | Parent, P180, Inc. owns 100% of the equity interests of P180 Vince Acquisition Co. Hoffman owns 40.51% of the common equity interests of Parent and is a director of P180 Vince Acquisition Co. and Parent. Hoffman's ownership percentage of Parent, P180, Inc. is subject to change based on P180, Inc.'s contemplated issuance of stock warrants. Hoffman is also the Chief Executive Officer of the Issuer. |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The information regarding the citizenship and states of formation of the Reporting Persons set forth in subsection (a) is incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Items 4 and 5 hereof and Comment for Items 8, 10, and 11 hereof are hereby incorporated by reference into this Item 3, as applicable. The Reporting Persons funded the purchase of the 8,481,318 shares of Common Stock with available funds received in exchange for the issuance of equity and customary convertible notes of Parent to various investors. |
| Item 4. | Purpose of Transaction |
| | The information set forth in Item 5 hereof and Comment for Items 8, 10, and 11 hereof are hereby incorporated by reference into this Item 4, as applicable. The Reporting Persons own a majority of the outstanding Common Stock following the P180 Acquisition and the purpose of the acquisition was to afford the Reporting Persons the rights of a control shareholder in the charter and bylaws of the Issuer and under applicable federal and state law. The Reporting Persons may remove or appoint directors in the future in accordance with the charter and bylaws of the Issuer and applicable federal and state law.
Hoffman was appointed as the Issuer's Chief Executive Officer effective on or around February 3, 2025, subject to mutual agreement on the terms of his employment.
Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | For information on beneficial ownership, please see the information contained in the Cover Pages attached to this amended Schedule 13D. |
| (b) | The information set forth in Item 2(c) hereof is hereby incorporated by reference into this Item 5(b), as applicable. Hoffman has the ultimate authority to cause Parent, to cause P180 and/or P180 Vince Acquisition Co. to transfer all of the shares of Common Stock held by the Reporting Persons. |
| (c) | The information set forth in the Comment for Items 8, 10, and 11 hereof are hereby incorporated by reference. On January 22, 2025, pursuant to a Stock and Loan Purchase Agreement (the "Purchase Agreement") P180 Vince Acquisition Co. ("P180 Vince Acquisition Co." or "Purchaser") and (i) Sun Cardinal, LLC ("Sun Cardinal"); (ii) SCSF Cardinal, LLC ("SCSF"); and (iii) SK Financial Services, LLC ("SKFS"), affiliates of Sun Capital Partners, Inc. (collectively "Sun Capital" or "Sellers"), entered into a privately negotiated stock purchase transaction (the "Stock Purchase"), pursuant to which P180 Vince Acquisition Co. purchased 8,481,318 shares of common stock of the Issuer (the "Common Stock") for $19,761,470.94 in cash. |
| (d) | For Items 8, 10, 11: On January 22, 2025, the Reporting Persons purchased 8,481,318 shares of common stock of the Issuer ("Common Stock") from affiliates of Sun Capital in a privately negotiated stock purchase transaction. 1,262,923 of these purchased shares were held back (the "Holdback Shares") at the closing by the affiliates of Sun Capital. As of the filing of this Amendment No. 1 to Schedule 13D the Reporting Person has sole voting and sole dispositive power over 7,218,385.00 Common Shares. The number of shares for which the Reporting Person has sole voting and sole dispositive power has not changed since the filing of the Original Schedule 13D. |
| (e) | The foregoing description of the P180 Acquisition is qualified in its entirety by reference to the full text of the Stock Loan and Purchase Agreement (the "Purchase Agreement"), dated as of January 22, 2025, by and between the P180 and affiliates of Sun Capital, (incorporated by reference from Exhibit 1 to the Original Schedule 13D dated January 22, 2025 and filed with the Securities and Exchange Commission on January 29, 2025) and incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 5(c) and Comment for Items 8, 10, and 11 hereof are hereby hereof incorporated by reference into this Item 6, as applicable.
See Item 5(c) for information on the Holdback Shares and Retained Shares by affiliates of Sun Capital, along with those provisions contained in the Purchase Agreement. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. The Stock and Loan Purchase Agreement, dated January 22, 2025, by and between P180 Vince Acquisition Co. and the Sellers identified therein (incorporated by reference from Exhibit 1 to the Original Schedule 13D dated January 22, 2025 and filed with the Securities and Exchange Commission on January 29, 2025).
2. Amendment No. 6 to Schedule 13G, jointly filed with the Securities and Exchange Commission on October 24, 2025, by the following persons,: SK Financial Services, LLC ("SK Financial"), Sun Cardinal, LLC ("Sun Cardinal"), SCSF Cardinal, LLC ("SCSF Cardinal"), Sun Capital Partners V, L.P. ("SCP V"), Sun Capital Advisors V, L.P. ("Sun Advisors V"), Sun Capital Partners V, Ltd. ("Sun Partners V Ltd."), Sun Capital Securities Offshore Fund, Ltd. ("Sun Offshore"), Sun Capital Securities Fund, LP ("Sun Securities Fund"), Sun Capital Securities, LLC ("Sun Securities LLC"), Sun Capital Securities Advisors, LP ("Sun Securities Advisors"), Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse"). |
