Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
As previously disclosed by the Company in its
Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 7,
2026 (the “IPO Closing 8-K”), the Company consummated its initial public offering (the “IPO”)
on July 6, 2026, resulting in the issuance of an aggregate 23,000,000 units (the “Units”). Each Unit consists
of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third
of one redeemable warrant of the Company (a “Public Warrant”), with each whole Public Warrant entitling the
holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of
$10.00 per Unit, and the IPO generated gross proceeds to the Company of $230,000,000.
Simultaneously with the closing of the IPO, the
Company completed the private sale and issuance of an aggregate of 610,000 private placement units (the “Private Placement
Units”), consisting of the sale and issuance of (i) 300,000 Private Placement Units to Viking Acquisition Sponsor II, LLC
(the “Sponsor”) at a price of $10.00 per unit under the Private Placement Units Purchase Agreement, by and between
the Company and the Sponsor, generating gross proceeds to the Company of $3,000,000 and (ii) 310,000 Private Placement Units to Cohen
& Company Capital Markets, a Division of Cohen & Company Securities, LLC (“Cohen”) at a price of $10.00
per unit under the Underwriter Private Placement Units Purchase Agreement, by and between the Company and Cohen, generating gross proceeds
to the Company of $3,100,000, for aggregate gross proceeds to the Company of $6,100,000. Each Private Placement Unit consisted of one
Ordinary Share and one-third of one redeemable warrant of the Company (a “Private Placement Warrant”), with
each whole Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject
to adjustment. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise
disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of
the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended.
A total of $230,000,000, consisting of the entirety
of the proceeds received by the Company after deduction for commissions from the IPO and some proceeds from the sale of the Private Placement
Units, were placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company,
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to
pay its taxes, the funds in the trust account will not be released from the trust account until the earliest to occur of: (a) the
completion of our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly
exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) in a manner
that would affect the substance or timing of our obligation to redeem 100% of the Company’s public shares if the Company does not
complete an initial business combination within the completion window or (B) with respect to any other provision relating to the
rights of holders of Ordinary Shares or pre-initial business combination activity, or (c) the redemption of the Company’s
public shares if the Company is unable to complete its initial business combination within the completion window, subject to applicable
law.
An audited balance sheet as of July 6, 2026, reflecting
receipt of the proceeds upon consummation of the IPO and the Private Placement Units has been issued by the Company and is included as
Exhibit 99.1 to this Current Report on Form 8-K.
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.
Exhibit 99.1
VIKING ACQUISITION CORP. II
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet as of July 6, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of
Viking Acquisition Corp. II:
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Viking Acquisition Corp. II (the “Company”) as of July 6, 2026, and the related notes (collectively referred to as the
“financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position
of the Company as of July 6, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor since
2026.
/s/ WithumSmith+Brown, PC
New York, New York
July 10, 2026
VIKING ACQUISITION CORP. II
BALANCE SHEET
JULY 6, 2026
| Assets: | |
| |
| Current assets | |
| |
| Cash | |
$ | 1,092,017 | |
| Prepaid expenses | |
| 16,000 | |
| Total current assets | |
| 1,108,017 | |
| Cash held in Trust Account | |
| 230,000,000 | |
| Total Assets | |
$ | 231,108,017 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Liabilities: | |
| | |
| Current liabilities | |
| | |
| Accrued offering costs | |
$ | 144,643 | |
| Accrued expenses | |
| 87,642 | |
| Total current liabilities | |
| 232,285 | |
| Deferred underwriting fee | |
| 9,200,000 | |
| Total Liabilities | |
| 9,432,285 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.00 per share | |
| 230,000,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 610,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) | |
| 61 | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding | |
| 767 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (8,325,096 | ) |
| Total Shareholders’ Deficit | |
| (8,324,268 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 231,108,017 | |
The accompanying notes are an integral part of
these financial statement.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 1 — Description of Organization and Business
Operations
Organization and General
Viking Acquisition Corp. II (the “Company”)
was incorporated as a Cayman Islands exempted company on February 24, 2026. The Company was incorporated for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company has not selected
any business combination target and has not, nor has anyone on the Company’s behalf, initiated any substantive discussions, directly
or indirectly, with any business combination target. The Company may pursue an Initial Business Combination target in any business or
industry. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933,
as amended, or the “Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”).
As of July 6, 2026, the Company had not yet
commenced operations. All activity for the period from February 24, 2026 (inception) through July 6, 2026 relates to the Company’s
formation and the Initial Public Offering (“Initial Public Offering”), which is described below. The Company will not generate
any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
Sponsor and Proposed Financing
The Company’s Sponsor is Viking Acquisition
Sponsor II, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective
on June 30, 2026. On July 6, 2026, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”),
which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating
gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each “Public
Warrant” and collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 610,000 Private Placement Units (each “Private Placement Unit”,
collectively the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of
$6,100,000. Each Private Placement Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each “Private
Placement Warrant” and collectively, the “Private Placement Warrants”). Of those 610,000 Private Placement Units, the
Sponsor purchased 300,000 Private Placement Units, and Cohen & Company Capital Markets, a division of Cohen & Company Securities,
LLC (“Cohen”), the representative of the underwriters purchased 310,000 Private Placement Units.
Transaction costs amounted to $14,349,206, consisting
of $4,600,000 of cash underwriting fee (net of $500,000 underwriters’ reimbursement), $9,200,000 of deferred underwriting fee, and
$549,206 of other offering costs.
The Trust Account
Following the closing of the Initial Public Offering,
on July 6, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement
Units was placed in the Trust Account (the “Trust Account”), with U.S.-based trust account, Continental Stock Transfer &
Trust Company, acting as trustee. The proceeds held in the Trust Account will initially be invested only in U.S. government treasury
bills with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under
Rule 2a-7 under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations and,
may at any time be held as cash or cash items, including in demand deposit accounts at a bank. Funds will remain in the Trust Account
until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account
proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative expenses.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 1 — Description of Organization
and Business Operations (cont.)
The Company’s second amended and restated
memorandum and articles of association will provide that, other than the permitted withdrawals (as defined below), if any, none of the
funds held in the Trust Account will be released until the earlier of (i) the completion of the Initial Business Combination; (ii) the
redemption of any Class A ordinary shares, $0.0001 par value, of the Company (the “Public Shares”), that have been properly
submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association (A) in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if
it does not complete an Initial Business Combination within 24 months from the closing of the Public Offering or (B) with respect
to any other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the
redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from
the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become
subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public
shareholders.
Initial Business Combination
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds
of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business
Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets
held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on income earned on the Trust
Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company
will be able to successfully effect an Initial Business Combination.
The Company, after signing a definitive agreement
for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called
for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against
the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account
as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds
held in the trust account (net of amounts withdrawn to fund working capital requirements (including to repay working capital loans), and
net of amounts withdrawn to pay taxes (“taxes payable”), (ii) provide shareholders with the opportunity to sell their
Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal
to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation
of the Initial Business Combination, including interest less taxes payable. The decision as to whether the Company will seek shareholder
approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by
the Company, solely in its 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 otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New
York Stock Exchange rules.
Pursuant to the Company’s memorandum and
articles of association if the Company is unable to complete the Initial Business Combination within 24 months from the closing
of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned (which interest shall be net of permitted withdrawals and taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors will not be entitled to rights
to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 5) and Private Placement Units (and
any securities underlying the Private Placement Units) held by them if the Company fails to complete the Initial Business Combination
within 24 months of the closing of the Initial Public Offering. However, if the Sponsor and management team acquires Public Shares
in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such
shares if the Company fails to complete the Initial Business Combination within the prescribed time period.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 1 — Description of Organization
and Business Operations (cont.)
In the event of a liquidation, dissolution or winding
up of the Company after an Initial Business Combination, the Company’s shareholder is entitled to share ratably in all assets remaining
available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. The Company’s shareholder has no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the ordinary shares, except that the Company will provide its shareholder with the opportunity to redeem its Public Shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial
Business Combination, subject to the limitations described herein.
Risks and Uncertainties
The Company’s ability to complete an initial
Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s
ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns
in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,
declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts
in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration
or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Liquidity and Capital Resources
In connection with the Company’s assessment
of going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
205-40, “Presentation of Financial Statement - Going Concern”, the Company does not believe it will need to raise additional
funds in order to meet the expenditures required to operate its business. However, if the estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,
the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Management has determined
that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds
to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. At July 6, 2026,
the Company had $1,092,017 cash and a working capital of $875,732.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statement is presented
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to
the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Emerging Growth Company
As an emerging growth company, the Company may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of
$1,092,017 and did not have any cash equivalent as of July 6, 2026.
Cash Held in Trust Account
As of July 6, 2026, the
assets held in the Trust Account, amounting to $230,000,000, were held in cash.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 2 — Summary of Significant
Accounting Policies (cont.)
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in the
balance sheet, primarily due to their short-term nature, except warrants (Note 8).
Use of Estimates
The preparation of the financial statement in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during
the reporting period.
Making estimates requires management to exercise
significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs
The Company complies with the requirements of the
ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist
principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with
Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt
components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary
shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants
and then to the Class A ordinary shares. Offering costs allocated to the Public Shares are charged to temporary equity. Offering
costs allocated to the Public Warrants and Private Placement Units are charged to shareholder’s deficit as, after management’s
evaluation, these are accounted for under equity treatment.
Income Taxes
The Company accounts for income taxes under FASB
ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of
assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 2 — Summary of Significant
Accounting Policies (cont.)
FASB ASC Topic 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
As of July 6, 2026, there were no unrecognized
tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Derivative Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC
815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its
fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of
operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,
is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current
based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable
shares and is accounted for as a liability pursuant to FASB ASC 480 if not fully exercised at the time of the Initial Public Offering.
On July 6, 2026, the underwriters exercised their over-allotment option in full in the amount of 3,000,000 Units as part of the closing
of the Initial Public Offering. As such, as of July 6, 2026, no over-allotment option liability is recognized in the Company’s balance
sheet.
Warrant Instruments
The Company accounted for the Public Warrants and
Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance
contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant
instruments under equity treatment at their assigned value.
Share-Based Payment Arrangements
The Company accounts for
share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards
be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the
share.
Costs equal to these fair
values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period
of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting
a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative
adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously
recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 2 — Summary of Significant
Accounting Policies (cont.)
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain
a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there
is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC
480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions
are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will
adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the
closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in
the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated
deficit. Accordingly, as of July 6, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as
temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of July 6, 2026, the Class
A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 230,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (4,676,667 | ) |
| Public Shares issuance costs | |
| (14,043,537 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 18,720,204 | |
| Class A ordinary shares subject to possible redemption, July 6, 2026 | |
$ | 230,000,000 | |
Recent Accounting Standards
Management does not believe that any recently issued,
but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial
statement.
Note 3 — Public Offering
Pursuant to the Initial Public Offering on July
6, 2026, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the
amount of 3,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one Public Warrant.
Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments
(see Note 7).
Note 4 — Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 610,000 Private Placement Units at a price of $10.00 per Private
Placement Unit, generating gross proceeds of $6,100,000. Each Private Placement Unit consists of one Class A ordinary share and one-third
of one redeemable warrant. Of those 610,000 Private Placement Units, the Sponsor purchased 300,000 Private Placement Units, and Cohen,
the representative of the underwriters, purchased 310,000 Private Placement Units.
Each Private Placement Warrant that is a component
security of the Private Placement Units entitles the holder to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustments. Each Private Placement Warrant will become exercisable on the later of (a) 30 days after the
completion of an Initial Business Combination, or (b) 12 months from the closing of the Initial Public Offering and will not
expire except upon liquidation. If the Initial Business Combination is not completed within 24 months from the closing of the Initial
Public Offering, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption
of the Public Shares (subject to the requirements of applicable law).
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 5 — Related Party Transactions
Founder Shares
On April 20, 2026, the Company issued an aggregate
of 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), for a purchase price of $25,000 (approximately
$0.003 per share), to the Sponsor which is deemed as subscription receivable. On May 28, 2026, the Sponsor paid $25,000 to cover certain
expenses on behalf of the Company in settlement of the subscription receivable. As used herein, unless the context otherwise requires,
“Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical
to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically
convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously
with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or
earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor has
agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full
by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial
Public Offering. The Sponsor, officers, and directors will not be entitled to redemption rights with respect to any Founder Shares and
any Public Shares held by the Sponsor in connection with the completion of the Initial Business Combination. If the Initial Business Combination
is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor, officers, and directors will not
be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Units (and
any securities underlying the private placement units) held by it. On July 6, 2026, the underwriters exercised their over-allotment option
in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture.
The strategic partners and senior advisors may,
but have not as of the date of this prospectus, invest in KingsRock Viking Acquisition II, LLC, and through it, indirectly in the Sponsor,
thereby sharing in the appreciation of Founder Shares and Private Placement Units held by the Sponsor, provided that the Company successfully
complete a Business Combination. However, such parties will have no right to control KingsRock Viking Acquisition II, LLC or the Sponsor
or participate in any decision regarding the disposal of any security held by the Sponsor prior to the consummation of a Business Combination.
In addition, each of the four independent directors has purchased membership interests in KingsRock Viking Acquisition II, LLC for $187
which provides each of them with an indirect interest in 50,000 Founder Shares. In addition, Mr. Brettschneider has purchased two other
membership interests in KingsRock Viking Acquisition II, LLC — one that he has purchased for $165.45 which provides him with an
indirect interest in 50,739 Founder Shares, and the other that he has purchased for $50,000 which provides him with an indirect interest
in 5,000 Private Placement Units. None of the independent directors will have a right to control either KingsRock Viking Acquisition II,
LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise, prior to the
consummation of a Business Combination.
The third-party valuation firm valued the Founder
Shares as of June 23, 2026, the grant date. The probability of De-SPAC and instrument specific market adjustment was assumed to be 35.0%
and the implied Class A share price was $9.80. The valuation
has identified the fair value of the Founder Shares to be $3.43 per share as of grant date. The total fair value of the 200,000 Founder
Shares purchased by the four independent directors and the additional 50,739 Founder Shares purchased by one of the directors is $860,035
or $3.43 per share, which was recorded as of the grant date, June 23, 2026.
The Sponsor, officers, and directors have agreed
not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) six months after the completion
of the Initial Business Combination or (B) subsequent to the Initial Business Combination, the date on which the Company consummates
a transaction which results in the shareholder having the right to exchange its shares for cash, securities, or other property subject
to certain limited exceptions.
Registration Rights
The
holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion
of working capital loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of
the Founder Shares and any Class A ordinary shares held by the Sponsor, officers, and directors at the completion of the Initial
Public Offering or acquired prior to or in connection with the Initial Business Combination, will be entitled to registration rights
pursuant to a registration rights agreement to be signed with the initial shareholders and the representative of the underwriters prior
to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up
to three demands and have “piggyback” registration rights. The representative of the underwriters may not exercise its demand
and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration
statement of which the prospectus for the Initial Public Offering forms a part and may not exercise its demand rights on more than one
occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 5 — Related Party Transactions
(cont.)
Administrative Support Agreement
Commencing on June 30, 2026, the date that the
Company’s securities are first listed on New York Stock Exchange, the Company agreed to reimburse an affiliate of the managers of
the Sponsor, KingsRock, in an amount equal to up to $30,000 per month for office space, utilities and secretarial and administrative support.
Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
As of July 6, 2026, no amount has been accrued for these services in the Company’s balance sheet.
Promissory Note
On May 28, 2026, the Company and the Sponsor
entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $100,000 to cover expenses related
to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on
the earlier of December 31, 2026, or the date on which the Company consummates the Initial Public Offering. As of July 6, 2026, the
Company had borrowed $81,683, which has been paid in full by the Company at the closing of the Initial Public Offering and the borrowings
under the promissory note are no longer available.
Working Capital Loans
In addition, in order to finance transaction costs
in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors
may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes
its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000
of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the
lender. The units and their underlying securities would be identical to the private placement units. As of July 6, 2026, the Company
had no borrowings under the Working Capital Loans.
Note 6 — Commitments and Contingencies
Underwriting Agreement
The Company granted the underwriters a 45-day option
from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial
Public Offering price less the underwriting discounts and commissions. On July 6, 2026, the underwriters elected to fully exercise their
over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.
The underwriters were entitled to a cash underwriting
discount of $5,100,000 (2.25% of the gross proceeds of the Units sold in the Initial Public Offering). The underwriters reimbursed certain
of the Company’s offering expenses amounting to $500,000 for a net cash underwriting discount of $4,600,000.
Additionally, the underwriters are entitled to
a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account, $9,200,000 in
the aggregate upon the completion of the Company’s Initial Business Combination subject to the terms of the underwriting agreement.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue 1,000,000 preference
shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from
time to time by the Company’s board of directors. As of July 6, 2026, there were no preference shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized to issue 200,000,000
Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled
to one vote for each share. As of July 6, 2026, there are 610,000 Class A ordinary shares issued and outstanding, excluding 23,000,000
shares subject to possible redemption.
Class B Ordinary Shares
The Company is authorized to issue 20,000,000 Class B
ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one
vote for each share. As of July 6, 2026, there were 7,666,667 Class B ordinary shares issued and outstanding.
Warrants
As of July 6, 2026, there were 7,869,999 Warrants
outstanding, including 7,666,666 Public Warrants and 203,333 Private Placement Warrants. Each whole warrant entitles the holder thereof
to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein, at any time
commencing on the later of (a) 30 days after the completion of the Initial Business Combination, or (b) 12 months
from the closing of the Initial Public Offering, provided that the Company has an effective registration statement under the Securities
Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available
(or the Company permits holders to exercise their warrants on a “cashless basis” under the circumstances specified in the
warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the
state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after
the completion of the Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company is not registering Public Shares
issuable upon exercise of the warrants at this time. However, following the consummation of the Initial Business Combination, under the
terms of the warrant agreement, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days,
after the closing of the Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC
a registration statement for the registration under the Securities Act of the Public Shares issuable upon exercise of the warrants
and thereafter use its commercially reasonable efforts to cause the registration statement to become effective and to maintain the effectiveness
of such registration statement until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance
of the Public Shares issuable upon exercise of the warrant and a current prospectus relating thereto. Notwithstanding the above, if Public
Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders
of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement,
but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available.
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 7 — Shareholders’
Deficit (cont.)
Redemption of warrants for cash when the price
per Class A ordinary shares equals or exceeds $18.00: Beginning once the warrants become exercisable, the Company may redeem the
outstanding Public Warrants for cash:
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice
of redemption (the “30-day redemption period”); and |
| ● | if, and only if, the last sale price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior
to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout such 30 trading day
period and the 30-day redemption period. |
The Private Placement Warrants contained in the
Private Placement Units will be non-redeemable. The Private Placement Warrants may also be exercised for cash or on a “cashless
basis.” The Private Placement Warrants will not expire except upon liquidation.
Note 8 — Fair Value Measurements
Fair value is defined as the
price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants
at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. |
The fair value of the Public
Warrants is $4,676,667, or $0.61 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model.
The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following
table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
| | |
July 6,
2026 | |
| Underlying stock price | |
$ | 9.80 | |
| Exercise price | |
$ | 11.50 | |
| Volatility | |
| 23.0 | % |
| Probability of De-SPAC and market adjustment | |
| 35.00 | % |
| Risk-free rate | |
| 4.28 | % |
| Expected term to De-SPAC (years) | |
| 2.00 | |
| Warrant term (years) | |
| 7.00 | |
VIKING ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
Note 9 — Segment Information
FASB ASC Topic 280, “Segment Reporting”,
establishes standards for companies to report, in their financial statement, information about operating segments, products, services,
geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities
from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The measure of segment assets is reported on the
balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation,
CODM reviews several key metrics, which include the following:
| | |
July 6,
2026 | |
| Cash | |
$ | 1,092,017 | |
| Cash held in Trust Account | |
$ | 230,000,000 | |
The CODM reviews the position
of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details
of cash and liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held
in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account
funds while maintaining compliance with the Trust Agreement.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date, up to July 10, 2026, the date the financial statement was available to be issued. Based upon
this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statement.
