8-K - VHCP - Equibles

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

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

VINE HILL CAPITAL INVESTMENT CORP. II

(Exactname of registrant as specified in its charter)

Cayman Islands	001-43019	98-1898282
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer<br><br> <br>Identification Number)
500 E Broward Blvd, Suite 900<br><br> <br>Fort Lauderdale, FL	33394
---	---
(Address of principal executive offices)	(Zip Code)<br><br> <br>****

Registrant’s

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

NotApplicable

(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br><br> <br>Symbol(s)	Name of each exchange<br><br> <br>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. ☐

Item8.01. 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.

Item9.01. 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/<br> Nicholas Petruska
Name:	Nicholas<br>Petruska
Title:	Chief<br>Executive Officer

Exhibit 99.1

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

FortLauderdale, 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.

ForwardLooking 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

NicholasPetruska

VineHill Capital Investment Corp. II

Phone: (954) 848-2859

Email: info@vinehillcapital.com

Website: https://vinehillcapital.com/