Business Description

2 Item 2. Properties. 61 Item 3. Legal Proceedings. 61 Item 4. Mine Safety Disclosures. 61 PART II 62 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 62 Item 6. [RESERVED] 63 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63 Item 8. Financial Statements and Supplementary Data 68 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68 PART III 69 Item 10. Directors, Executive Officers and Corporate Governance. 69 Item 11. Executive Compensation. 79 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 80 Item 13. Certain Relationships and Related Transactions, and Director Independence. 81 Item 14. Principal Accounting Fees and Services. 84 PART IV 85 Item 15. Exhibits, Financial Statement Schedules. 85 Item 16. Form 10-K Summary. 86 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes, and oral statements made from time to time by representatives of the Company may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: ● our being a company with no operating history and no revenues; ● our ability to select an appropriate target business or businesses; ● our expectations around the performance of a prospective target business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; ● our potential ability to obtain additional financing to complete our initial business combination; ● our pool of prospective target businesses; ● the ability of our officers and directors to generate a number of potential business combination opportunities; ● our public securities’ potential liquidity and trading; ● the lack of a market for our securities; ● the use of proceeds not held in the trust account or otherwise available to us; ● the trust account not being subject to claims of third parties; ● our financial performance following our initial public offering; and ● the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws . ii PART I References in this Annual Report to the “Company,” “Vine Hill Capital Investment Corp.…