Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Vine Hill Capital Investment Corp. II (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G9709D109 (CUSIP Number) |
12/17/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9709D109 |
| 1 | Names of Reporting Persons
Vine Hill Capital Sponsor II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,666,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person owns 7,666,667 Class B ordinary shares of the Issuer, which are automatically convertible into Class A ordinary shares of the Issuer, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 291793). Vine Hill Capital Sponsor II LLC is the record holder of the shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. (2) Excludes 5,500,000 Class A ordinary shares that may be purchased by exercising warrants that are not exercisable within 60 days hereof.
SCHEDULE 13G
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| CUSIP No. | G9709D109 |
| 1 | Names of Reporting Persons
Nicholas Petruska | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,666,667.00 | ||||||||
| 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)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) See Item 4. The Reporting Person beneficially owns 7,666,667 Class B ordinary shares of the Issuer, which are automatically convertible into Class A ordinary shares of the Issuer, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333- 291793). Vine Hill Capital Sponsor II LLC is the record holder of the shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. (2) Excludes 5,500,000 Class A ordinary shares that may be purchased by exercising warrants that are not exercisable within 60 days hereof.
SCHEDULE 13G
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| 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, Fort Lauderdale, FL 33394 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by Vine Hill Capital Sponsor II LLC and Nicholas Petruska (collectively, the "Reporting Persons") pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1. | |
| (b) | Address or principal business office or, if none, residence:
500 E Broward Blvd., Suite 900, Fort Lauderdale, FL 33394 | |
| (c) | Citizenship:
Vine Hill Capital Sponsor II LLC is a limited liability company formed in Delaware. Nicholas Petruska is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
G9709D109 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference. As of December 17, 2025, the Reporting Persons may be deemed to beneficially own 7,666,667 of the Issuer's Class A ordinary shares. | |
| (b) | Percent of class:
This represents 25% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the issued and outstanding Class B ordinary shares of the Issuer. The Class B ordinary shares are automatically convertible into Class A ordinary shares of the Issuer, as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-291793). The percentages used in this Schedule 13G are based on 23,000,000 of the Issuer's Class A ordinary shares and 7,666,667 of the Issuer's Class B ordinary shares issued and outstanding as of January 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities and Exchange Commission on February 2, 2026. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Vine Hill Capital Sponsor II LLC is the record holder of the 7,666,667 shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Vine Hill Capital Sponsor II LLC is the record holder of the 7,666,667 shares reported herein. Mr. Petruska is the managing member of Vine Hill Capital Sponsor II LLC. As such, Mr. Petruska may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Vine Hill Capital Sponsor II LLC. Mr. Petruska disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest Mr. Petruska may have therein, directly or indirectly. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |