UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2026
Viking Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-43378 |
|
98-193516 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
900 Third Avenue, 18th Floor
New York,
NY 10022
(917) 423-7931 |
|
10022 |
| |
|
(Zip
Code) |
(917)
423-7931
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
VII U |
|
The New York Stock Exchange |
| Class A ordinary shares, $0.0001 par value |
|
VII |
|
The New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
VII WS |
|
The New York Stock Exchange |
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).
Emerging
growth company ☒
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. ☐
| Item
1.01 |
Entry
into Material Definitive Agreement. |
On
June 30, 2026, the registration statement on Form S-1 (File No. 333-296719), as amended (the “Registration Statement”),
relating to the initial public offering (the “IPO”) of Viking Acquisition Corp. II, a Cayman Islands exempted
company (the “Company”), was declared effective by the Securities and Exchange Commission.
On
July 6, 2026, the Company consummated the IPO of 23,000,000 units (the “Units”), including 3,000,000 Units
as a result of the underwriters’ exercise in full of their over-allotment option. 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, generating
gross proceeds to the Company of $230,000,000.
In
connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s Registration
Statement:
| |
● |
An
Underwriting Agreement, dated July 1, 2026, by and between the Company and Cohen & Company Capital Markets, a Division of Cohen
& Company Securities, LLC (“Cohen”), acting as representative of the underwriters named therein, which
contains customary representations and warranties and indemnification of the underwriters by the Company, a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference; |
| |
● |
A
Public Warrant Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
A
Private Warrant Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as
warrant agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference; |
| |
● |
An
Insider Letter Agreement, dated July 1, 2026, by and among the Company, Viking Acquisition Sponsor II, LLC (the “Sponsor”)
and each of its officers and directors named therein, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein
by reference (the “Insider Letter Agreement”); |
| |
● |
A
Registration Rights Agreement, dated July 1, 2026, by and among the Company, the Sponsor and Cohen, a copy of which is attached as
Exhibit 10.2 hereto and incorporated herein by reference; |
| |
● |
An
Investment Management Trust Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference; |
| |
● |
An
Administrative Services Agreement, dated July 1, 2026, by and between the Company and KingsRock Advisors, LLC, a Delaware limited
liability company, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; |
| |
● |
An
Indemnity Agreement, dated July 1, 2026, by and between the Company and Håkan Wohlin, the Chief Executive Officer and a director
of the Company, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; |
| |
● |
An
Indemnity Agreement, dated July 1, 2026, by and between the Company and Louis Jaffe, the chairman of the board of directors of the
Company, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference; |
| |
● |
An
Indemnity Agreement, dated July 1, 2026, by and between the Company and Gil Ottensoser, the Chief Strategy Officer and a director
of the Company, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference; |
| |
● |
An
Indemnity Agreement, dated July 1, 2026, by and between the Company and Philipp von Girsewald, the Chief Financial Officer of the
Company, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference; |
| |
● |
An
Indemnity Agreement, dated July 6, 2026, by and between the Company and Fred Brettschneider, a director of the Company, a copy of
which is attached as Exhibit 10.9 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
An Indemnity Agreement, dated July 6, 2026, by and between the Company
and Dr. Josef Ackermann, a director of the Company, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
An Indemnity Agreement, dated July 6, 2026, by and between the Company
and Yassine Bouhara, a director of the Company, a copy of which is attached as Exhibit 10.11 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
An Indemnity Agreement, dated July 6, 2026, by and between the Company
and Seth Waugh, a director of the Company, a copy of which is attached as Exhibit 10.12 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
A Private Placement Units Purchase Agreement, dated July 1, 2026
(the “Sponsor Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which are attached
as Exhibit 10.13 hereto and incorporated herein by reference; and |
| |
|
|
| |
● |
An Underwriter Private Placement Units Purchase Agreement, dated July
1, 2026 (the “Cohen Units Purchase Agreement”), by and between the Company and Cohen, a copy of which are attached
as Exhibit 10.14 hereto and incorporated herein by reference. |
The
material terms of each of the foregoing agreements are described in the prospectus that forms a part of the Registration Statement, and
the descriptions of such terms are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits
to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
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 the
Sponsor at a price of $10.00 per unit under the Sponsor Units Purchase Agreement, generating gross proceeds to the Company of $3,000,000
and (ii) 310,000 Private Placement Units to Cohen at a price of $10.00 per unit under the Cohen Units Purchase Agreement, 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.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
In
connection with the IPO, on July 1, 2026, each of Messrs. Wohlin, Jaffe, Ottensoser and von Girsewald entered into an indemnity agreement
with the Company. When the election of Dr. Ackermann and Messrs. Brettschneider, Bouhara and Waugh as directors of the Company became
effective on July 6, 2026, each of them entered into an indemnity agreement with the Company. On July 1, 2026, all directors, director
nominees and officers of the Company along with the Sponsor and certain other security holders named therein, entered into the Insider
Letter Agreement.
Other
than the foregoing, none of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant
to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation
S-K involving the Company.
Copies
of the Insider Letter Agreement and indemnity agreements are attached as Exhibits 10.1 and 10.5 through 10.12 hereto, respectively, and
are incorporated herein by reference.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
In
connection with the IPO, the Company adopted its First Amended and Restated Memorandum and Articles of Association (the “Amended
and Restated Articles”), effective July 1, 2026. The terms of the Amended and Restated Articles are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended and Restated Articles is attached as Exhibit 3.1 hereto and
incorporated herein by reference.
In
connection with the IPO, Dr. Ackermann and Messrs. Brettschneider and Waugh were appointed to the Audit Committee of the Company’s
board of directors, with Mr. Brettschneider serving as chair of the Audit Committee; Messrs. Bouhara, Brettschneider and Waugh were appointed
to the Compensation Committee of the Company’s board of directors, with Mr. Bouhara serving as chair of the Compensation Committee;
and Messrs. Waugh, Bouhara and Brettschneider were appointed to the Nominating and Corporate Governance Committee of the Company’s
board of directors, with Mr. Waugh serving as chair of the Nominating and Corporate Governance Committee.
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 our public
shares if we do 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 our Class A ordinary shares or pre-initial business combination activity, or (c) the redemption
of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable
law.
On
July 1, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
the pricing of the IPO.
On
July 6, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing
the closing of the IPO.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 1, 2026, by and between the Company and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC, as representative of the underwriters named therein. |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
| 4.1 |
|
Public Warrant Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
|
| 4.2 |
|
Private Warrant Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.1 |
|
Insider Letter Agreement, dated July 1, 2026, by and between the Company, Viking Acquisition Sponsor II, LLC and each of its officers and directors named therein. |
| |
|
| 10.2 |
|
Registration Rights Agreement, dated July 1, 2026, by and among the Company, the Sponsor and Cohen. |
| |
|
| 10.3 |
|
Investment Management Trust Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company. |
| |
|
| 10.4 |
|
Administrative Services Agreement, dated July 1, 2026, by and between the Company and KingsRock Advisors, LLC. |
| |
|
| 10.5 |
|
Indemnity Agreement, dated July 1, 2026, by and between the Company and Håkan Wohlin. |
| |
|
| 10.6 |
|
Indemnity Agreement, dated July 1, 2026, by and between the Company and Louis Jaffe. |
| |
|
| 10.7 |
|
Indemnity Agreement, dated July 1, 2026, by and between the Company and Gil Ottensoser. |
| |
|
| 10.8 |
|
Indemnity Agreement, dated July 1, 2026, by and between the Company and Philipp von Girsewald. |
| |
|
| 10.9 |
|
Indemnity Agreement, dated July 6, 2026, by and between the Company and Fred Brettschneider. |
| |
|
| 10.10 |
|
Indemnity Agreement, dated July 6, 2026, by and between the Company and Dr. Josef Ackermann. |
| |
|
|
| 10.11 |
|
Indemnity Agreement, dated July 6, 2026, by and between the Company and Yassine Bouhara. |
| |
|
| 10.12 |
|
Indemnity Agreement, dated July 6, 2026, by and between the Company and Seth Waugh. |
| |
|
| 10.13 |
|
Private Placement Units Purchase Agreement, dated July 1, 2026, by and between the Company and the Sponsor. |
| |
|
| 10.14 |
|
Underwriter Private Placement Units Purchase Agreement, dated July 1, 2026, by and between the Company and Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC. |
| |
|
| 99.1 |
|
Press Release, dated July 1, 2026. |
| |
|
| 99.2 |
|
Press Release, dated July 6, 2026. |
SIGNATURES
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.
| |
VIKING ACQUISITION CORP. II |
| |
|
| Dated: July 7, 2026 |
By: |
/s/ Håkan Wohlin |
| |
|
Håkan Wohlin |
| |
|
Chief Executive Officer |
Exhibit 99.1
Viking Acquisition Corp. II Announces Pricing
of $200,000,000 Initial Public Offering
New York, NY. – July 1, 2026 – Viking Acquisition
Corp. II (NYSE: VII U) (the “Company”), a Cayman Islands exempted company, announced today that it priced its initial public
offering of 20,000,000 units at $10.00 per unit. The units are expected to be listed on the New York Stock Exchange (“NYSE”)
and trade under the ticker symbol “VII U” beginning on July 2, 2026. Each unit consists of one (1) Class A ordinary
share and one-third (1/3) of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price
of $11.50 per share, subject to certain adjustments. Only whole warrants will be exercisable. Once the securities comprising the units
begin separate trading, the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “VII” and
“VII WS”, respectively.
Cohen & Company Capital Markets, a Division of Cohen &
Company Securities, LLC, is acting as sole book-running manager in the offering. The underwriters have been granted a 45-day option to
purchase up to an additional 3,000,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close
on July 6, 2026, subject to customary closing conditions.
A registration statement on Form S-1 (File No. 333-296719) relating
to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on June 30, 2026. The offering
is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from Cohen & Company Capital
Markets, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Viking Acquisition Corp. II
Viking Acquisition Corp. II is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry
or geographic region.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial
public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed
on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC.
Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Philipp von Girsewald
Chief Financial Officer
philipp.girsewald@kingsrock.com
(347) 366-1106
Exhibit 99.2
Viking Acquisition Corp. II Announces Closing of $230 Million Initial Public Offering
New York, NY – July 6, 2026 – Viking Acquisition
Corp. II (NYSE: VII U) (the “Company” or “Viking”), a Cayman Islands exempted company, announced today the closing
of its initial public offering of 23,000,000 units at a price of $10.00 per unit, including an additional 3,000,000 units sold pursuant
to the full exercise of the underwriters’ over-allotment option, for gross proceeds of $230 million. Each unit consists of one (1) Class
A ordinary share and one-third (1/3) of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share
at a price of $11.50 per share, subject to certain adjustments. Only whole warrants will be exercisable.
The units began trading on the New York Stock Exchange (the “NYSE”)
under the ticker symbol “VII U” on July 2, 2026. Once the securities comprising the units begin separate trading, the Class A
ordinary shares and the warrants are expected to be traded on the NYSE under the symbols “VII” and “VII WS”, respectively.
Cohen & Company Capital Markets, a Division of Cohen &
Company Securities, LLC (“Cohen”) acted as the book-running manager for the offering. The Company was represented by DLA-Piper
LLP (US) as its legal counsel and Cohen was represented by Ellenoff Grossman & Schole LLP as its legal counsel.
A final prospectus relating to and describing the final terms of the
offering has been filed with the Securities and Exchange Commission (the “SEC”). The offering is being made only by means
of a prospectus. Copies of the prospectus may be obtained, when available, from Cohen & Company Capital Markets, 3 Columbus Circle,
24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Note Concerning Forward Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement
and final prospectus for the Company’s offering filed with the SEC, which could cause actual results to differ from the forward-looking
statements. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required
by law.
About Viking Acquisition Corp. II
Viking Acquisition Corp. II is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or
geographic region.
CONTACT
Philipp von Girsewald
Chief Financial Officer
philipp.girsewald@kingsrock.com
(347) 366-1106