VINE HILL CAPITAL INVESTMENT CORP. (Form 10-Q)
Vine Hill Capital Investment Corp. (the “Company”) filed its quarterly report for the period ended September 30, 2024. The Company reported a net loss of $1,433,333 for the three months ended September 30, 2024, compared to a net loss of $1,433,333 for the same period in the prior year. As of September 30, 2024, the Company had a total of $1,433,333 in cash and cash equivalents, and a total of 22,000,000 shares of Class A ordinary shares and 7,333,334 shares of Class B ordinary shares outstanding. The Company’s condensed balance sheet as of September 30, 2024, showed total assets of $1,433,333 and total liabilities of $1,433,333. The Company’s condensed statements of operations for the three months ended September 30, 2024, showed total revenue of $0 and total expenses of $1,433,333. The Company’s condensed statement of changes in shareholders’ deficit for the three months ended September 30, 2024, showed a net loss of $1,433,333 and a decrease in shareholders’ deficit of $1,433,333.
Summary and Analysis of Key Points
Overview
- Vine Hill Capital Corp. is a newly incorporated blank check company formed in May 2024 for the purpose of completing a merger, asset acquisition, share exchange or similar business combination with one or more target businesses.
- The company has not yet identified a specific business combination target and has not engaged in any substantive discussions with potential targets.
- Vine Hill Capital intends to use the proceeds from its initial public offering and private placement of warrants to fund its initial business combination.
Recent Developments
- On September 9, 2024, Vine Hill Capital completed its initial public offering of 20 million units at $10 per unit, raising $200 million.
- The company also completed a private placement of 5.5 million warrants to its sponsor for $5.5 million.
- An additional 2 million units were sold upon the partial exercise of the underwriters’ over-allotment option, bringing the total gross proceeds to $221.1 million.
- As a result of the over-allotment exercise, 333,333 Class B ordinary shares were forfeited, leaving 7,333,334 Class A ordinary shares outstanding.
Results of Operations and Known Trends
- Vine Hill Capital has not engaged in any operations or generated any revenue to date, only incurring costs related to its formation and IPO preparation.
- The company expects to incur increased expenses as a public company, including for legal, accounting, and other compliance costs, as well as costs related to identifying and evaluating potential acquisition targets.
Liquidity and Capital Resources
- Prior to the IPO, Vine Hill Capital’s liquidity needs were met through a $25,000 sale of founder shares and a $209,000 loan from its sponsor.
- The net proceeds from the IPO and private placement, after deducting offering expenses and underwriting commissions, totaled approximately $222.5 million, with $221.1 million deposited in a trust account.
- Vine Hill Capital expects to use substantially all of the funds in the trust account to complete its initial business combination.
- The company may seek additional financing, either through equity, debt or a combination, to complete a business combination if the cash portion of the purchase price exceeds the trust account balance.
- Vine Hill Capital does not believe it will need to raise additional funds to meet its expected expenditures prior to a business combination.
Critical Accounting Estimates
- Management does not believe the company has any critical accounting estimates.
Overall, Vine Hill Capital has successfully completed its IPO and has a substantial amount of capital available in its trust account to pursue a business combination. However, the company faces the challenge of identifying and completing a suitable acquisition target within the 21-month timeframe before it must return the funds to shareholders. Its ability to identify and execute on an attractive deal will be crucial to its future success.
