S-K 1602, SPAC Registered Offerings

Dec. 15, 2025

SPAC Offering Prospectus Summary [Line Items]

SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag]

true

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag]

true

De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block]

There is no limit on the number of extensions that we may seek

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

If we determine not to extend, or fail to obtain shareholder approval to extend, the time period to consummate our initial business combination, and the time to consummate our initial business combination expires, our sponsor’s investment in our founder shares and our private placement warrants will be worthless.

SPAC, Trust or Escrow Account, Material Terms [Text Block]

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our agreement to enter into our initial business combination. If our securities are no longer listed on Nasdaq, we will not be obligated to satisfy such 80% test. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business the company is seeking to acquire or from an independent accounting firm, with respect to the satisfaction of such criteria.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent

80.00%

SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We have until the date that is 24 months from the closing of this offering, or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

SPAC, Securities Offered, Redemption Rights [Text Block]

Redemption Rights for Public Shareholders Upon Completion of our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to public shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against, or vote at all in connection with, the proposed transaction. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, officers and directors will enter into a letter agreement with us, pursuant to which they will agree to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either: (1) in connection with a general meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 25% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. If we structure a business combination transaction with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek

a shareholder vote to approve the proposed business combination. We currently intend to conduct redemptions pursuant to a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

• file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public shareholders at least 20 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Nicholas Petruska	Commencing on the date on which our securities are first listed on Nasdaq, $33,000 per month, of which $16,500 per month will be payable on a current basis and the balance will be payable upon consummation of our initial business combination	Services as Chief Executive Officer
Daniel Zlotnitsky	Commencing on the date on which our securities are first listed on Nasdaq, $33,000 per month, of which $16,500 per month will be payable on a current basis and the balance will be payable upon consummation of our initial business combination	Services as Chief Financial Officer
Vine Hill Capital Partners LLC	Commencing on the date on which our securities are first listed on Nasdaq, $15,000 per month	Office space, administrative and shared personnel support services
Vine Hill Capital Sponsor II LLC	6,708,333 Class B Ordinary Shares, which will automatically convert into Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis; however, in the event additional Class A ordinary shares or equity-linked securities are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, such ratio will be adjusted so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of all ordinary shares outstanding upon completion of this offering (including any Class A ordinary shares issued in connection with the exercise of the underwriters’ over-allotment option), plus all Class A ordinary shares issued or deemed issued or issuable upon the conversion or exercise of any and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). As a result of such anti-dilution adjustments, the Class B ordinary shares held by our sponsor may convert into Class A ordinary shares on a greater than one-to-one basis.	$25,000

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
	5,500,000 Private Placement Warrants to be purchased in a private placement simultaneous with the closing of this offering	$5,500,000
	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses
	Up to $2,500,000 in working capital loans, which loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender	Working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination

SPAC, Compensation and Securities Issuance, Material Dilution, Likelihood [Text Block]

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See the section titled “Risk Factors — Risks Relating to our Sponsor, Advisors and Management Team — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.”

De-SPAC, Material Potential Source of Future Dilution, Description [Text Block]

The below calculations (A) assume that (i) no ordinary shares are issued to shareholders of a potential business combination target as consideration or issuable by a post-business combination company, for instance under an equity or employee share purchase plan, (ii) no ordinary shares and convertible equity or debt securities are issued in connection with additional financing that we may seek in connection with an initial business combination, (iii) no working capital loans are converted into private placement warrants, as further described in this prospectus and (iv) no value is attributed to the warrants, and (B) assume the issuance of 17,500,000 Class A ordinary shares (or 20,125,000 Class A ordinary shares if the over-allotment option is exercised in full) and 6,708,333 founder shares (up to 875,000 of which are assumed to be forfeited in the scenario in which the over-allotment option is not exercised in full). Such calculations do not reflect any dilution associated with the exercise of warrants as the warrants are accounted for as equity and are only exercisable following the consummation of our initial business combination. The assumed exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders, which dilution would even further increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares.

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price and our NTBV, as adjusted to give effect to this offering and assuming redemption of our public shares at varying levels and the full exercise and no exercise of the over-allotment option.

As of August 25, 2025
Offering Price of $10.00		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.33	$	6.77	$	3.23	$	5.88	$	4.12	$	4.22	$	5.78	$	0.07	$	9.93
	Assuming No Exercise of Over-Allotment Option
$	7.35	$	6.79	$	3.21	$	5.90	$	4.10	$	4.25	$	5.75	$	0.13	$	9.87

	As of August 25, 2025
	0% Redemptions						25% of Maximum Redemption						50% of Maximum Redemption						75% of Maximum Redemption						100% of Maximum Redemption
	No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment			No Over- Allotment			Full Over- Allotment
Public offering price	$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00		$	10.00
Net tangible book value deficit before this offering		—			—			—			—			—			—			—			—			—			—
Increase attributable to public shareholders	$	7.35		$	7.33		$	6.79		$	6.77		$	5.90		$	5.88		$	4.25		$	4.22		$	0.13		$	0.07
Pro forma net tangible book value after this offering	$	7.35		$	7.33		$	6.79		$	6.77		$	5.90		$	5.88		$	4.25		$	4.22		$	0.13		$	0.07
Dilution to public shareholders	$	2.65		$	2.67		$	3.21		$	3.23		$	4.10		$	4.12		$	5.75		$	5.78		$	9.87		$	9.93
% Dilution to public shareholders		26.55	%		26.69	%		32.10	%		32.27	%		40.98	%		41.20	%		57.47	%		57.79	%		98.69	%		99.26	%

Net tangible book value	$	7.35		$	7.33		$	6.79		$	6.77		$	5.90		$	5.88		$	4.25		$	4.22		$	0.13		$	0.07

Numerator:

Net tangible book value deficit before this offering	$	8,000		$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)	$	(7,000	)
Net proceeds from this offering and the sale of private placement warrants(1)	$	177,750,000		$	203,750,000		$	177,750,000		$	203,750,000		$	177,750,000		$	203,750,000		$	177,750,000		$	203,750,000		$	177,750,000		$	203,750,000
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value		—			—			—			—			—			—			—			—			—			—
Less: Over-allotment liability	$	(245,690	)		—		$	(245,690	)		—		$	(245,690	)		—		$	(245,690	)		—		$	(245,690	)		—
Less: Deferred underwriting commission	$	(6,125,000	)	$	(7,043,750	)	$	(5,031,250	)	$	(5,785,938	)	$	(3,937,500	)	$	(4,528,125	)	$	(2,843,750	)	$	(3,270,313	)	$	(1,750,000	)	$	(2,012,500	)
Less: Redemptions		—			—		$	(43,750,000	)	$	(50,312,500	)	$	(87,500,000	)	$	(100,625,000	)	$	(131,250,000	)	$	(150,937,500	)	$	(175,000,000	)	$	(201,250,000	)
Total	$	171,387,310		$	196,714,250		$	128,731,060		$	147,659,583		$	86,074,810		$	98,604,875		$	43,418,560		$	49,550,188		$	762,310		$	495,500

Denominator:
Ordinary shares outstanding prior to this offering		6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333			6,708,333
Ordinary shares forfeited if over-allotment is not exercised		(875,000	)		—			(875,000	)		—			(875,000	)		—			(875,000	)		—			(875,000	)		—
Ordinary shares offered		17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000			17,500,000			20,125,000
Less: Ordinary shares redeemed		—			—			(4,375,000	)		(5,031,250	)		(8,750,000	)		(10,062,500	)		(13,125,000	)		(15,093,750	)		(17,500,000	)		(20,125,000	)
Total		23,333,333			26,833,333			18,958,333			21,802,083			14,583,333			16,770,833			10,208,333			11,739,583			5,833,333			6,708,333

____________

(1) $5.5 million raised via the sale of private placement warrants and $2.9-3.1 million of upfront costs, including offering expenses of approximately $1,000,000 and net underwriting commissions of $1,750,000 (and $2,000,000 if the over-allotment option is exercised) (excluding deferred underwriting commissions). See “Use of Proceeds.”

(2) Upon the consummation of our initial business combination, the deferred underwriting commissions would be paid as follows: (i) 1.0% of the gross proceeds of this offering, and (ii) up to an additional 2.5% of the gross proceeds of this offering, which will be reduced based on the percentage of total funds from the trust account released to pay redeeming public shareholders.

(3) If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

The following table illustrates the dilution to the public shareholders on a per share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:

	Without Over-allotment			With Over-allotment
Public offering price	$	10.00		$	10.00
Net tangible book value before this offering	$	0.00		$	0.00
Decrease attributable to public shareholders	$	(10.36	)	$	(10.35	)
Pro forma net tangible book deficit after this offering and the sale of the private placement warrants	$	(0.36	)	$	(0.35	)
Dilution to public shareholders	$	10.36		$	10.35
Percentage of dilution to public shareholders		103.6	%		103.5	%

For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ option to purchase additional units) by $175,000,000 because holders of up to approximately 100% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or shareholders meeting, including interest (net of permitted withdrawals) divided by the number of Class A ordinary shares sold in this offering).

The pro forma net tangible book value per share after giving effect to the offering is calculated as follows:

	Without Over-allotment			With Over-allotment
Numerator:
Net tangible book value before this offering	$	8,000		$	8,000
Net proceeds from this offering and sale of the private placement warrants(1)		175,000,000			201,250,000
Plus: Offering costs paid in advance, excluded from tangible book value before this offering		0			0
Less: Over-allotment liability(2)		(245,690	)
Less: Deferred underwriting commissions		(6,125,000	)		(7,043,750	)
Less: Proceeds held in trust subject to redemption(3)		(175,000,000	)		(201,250,000	)
Total		(6,362,690	)		(7,035,750	)
Denominator:
Class B ordinary shares outstanding prior to this offering		6,708,333			6,708,333
Class B ordinary shares forfeited if over-allotment is not exercised		(1,000,000	)		—
Class A ordinary shares included in the units offered		17,500,000			20,125,000
Less: Shares subject to possible redemption		(17,500,000	)		(20,125,000	)
Total		5,833,333			6,708,333

(1) Expenses applied against gross proceeds include offering expenses of approximately $1,000,000 and underwriting commissions of $3,500,000 (or $4,025,000 if the over-allotment option is exercised in full) (excluding reimbursement by the underwriters and deferred underwriting commissions). See “Use of Proceeds.”

(2) The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the shares subject to redemption and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the initial public offering.

Vine Hill Capital Investment Corp. II S-1/A