STOCK TITAN

Viking Acquisition revises $544K sponsor note

Viking Acquisition Corp. II (VII) entered into an amended and restated working capital note with its sponsor on September 18, 2026.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Viking Acquisition Corp. II (VII) entered into an amended and restated working capital note with its sponsor on September 18, 2026. The new convertible unsecured promissory note has an aggregate principal amount of $544,080, replacing a prior $514,080 note after an additional $30,000 advance for working capital.

The note bears no interest and is payable on the earlier of the company’s initial business combination or its winding up. Upon completion of the initial business combination, the sponsor may elect to convert some or all of the principal into units at $10.00 per unit, up to a maximum of 54,408 New Units$11.50 per share, beginning 30 days after the initial business combination. The company relied on Section 4(a)(2) of the Securities Act of 1933 for this private issuance.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Amended note principal amount $544,080 Aggregate principal of the amended and restated working capital note issued September 18, 2026
Prior note principal amount $514,080 Aggregate principal of the original working capital note issued August 19, 2026
Additional advance $30,000 Extra working capital advanced by the sponsor on September 18, 2026
Conversion price per New Unit $10.00 per unit Price at which principal may convert into units upon the initial business combination
Maximum New Units on conversion 54,408 units Maximum number of New Units issuable upon full conversion of note principal
Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant included in New Units
Par value of Class A ordinary shares $0.0001 per share Par value of Class A ordinary shares underlying New Units and warrants
convertible unsecured promissory note financial
"issued a convertible unsecured promissory note (the “Prior Note”)"
initial business combination financial
"the date on which the Company consummates its initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
private placement units financial
"units identical to the private placement units issued in connection"
redeemable warrant financial
"one-third of one redeemable warrant, with each whole warrant entitling"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"relied upon Section 4(a)(2) of the Securities Act of 1933"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Viking Acquisition Corp. II (VII) announce regarding its working capital note?

Viking Acquisition Corp. II issued an amended and restated convertible unsecured promissory note to its sponsor on September 18, 2026, with a total principal of $544,080, replacing a prior $514,080 note and reflecting an additional $30,000 working capital advance.

What are the key terms of the new Viking Acquisition Corp. II (VII) working capital note?

The note has $544,080 principal, bears no interest, and is payable on the earlier of the initial business combination or winding up. The sponsor may convert principal at $10.00 per unit into up to 54,408 New Units upon consummation of the initial business combination.

How many units can the Viking Acquisition Corp. II (VII) note convert into?

The amended and restated note is convertible into a maximum of 54,408 New Units. Each New Unit includes one Class A ordinary share and one-third of one redeemable warrant, subject to the conversion election upon completion of the initial business combination.

What are the warrant terms associated with Viking Acquisition Corp. II (VII) New Units?

Each New Unit includes one-third of one redeemable warrant, and each whole warrant entitles the holder to buy one Class A ordinary share at an $11.50 per share exercise price, becoming exercisable 30 days after completion of the company’s initial business combination.

Under what securities law exemption was the Viking Acquisition Corp. II (VII) note issued?

The company states that it relied on Section 4(a)(2) of the Securities Act of 1933 in connection with issuing the amended and restated working capital note to its sponsor, treating the issuance as a private offering exemption from registration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0002139246 98-0193516 0002139246 2026-09-18 2026-09-18 0002139246 cik0002139246:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnethirdOfOneRedeemableWarrantMember 2026-09-18 2026-09-18 0002139246 cik0002139246:ClassOrdinaryShares0.0001ParValueMember 2026-09-18 2026-09-18 0002139246 cik0002139246:RedeemableWarrantsEachFullWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-09-18 2026-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 18, 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 a Material Definitive Agreement.

 

Amended and Restated Working Capital Note

 

On August 19, 2026, Viking Acquisition Corp. II (the “Company”) issued a convertible unsecured promissory note (the “Prior Note”) in the aggregate principal amount of $514,080.00 to Viking Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), in order to provide the Company with additional working capital, as previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 19, 2026. On September 18, 2026, the Sponsor advanced an additional $30,000 to the Company for additional working capital purposes. Also on September 18, 2026, in order to document such additional advance, the Company issued an amended and restated convertible unsecured promissory note (the “Note”) in the aggregate principal amount of $544,080.00 to the Sponsor, which amends, restates, supersedes and replaces the Prior Note in its entirety. Pursuant to the terms of the Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which the Company consummates its initial business combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering (each, a “New Unit”), rounded down to the nearest whole number.

 

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference. 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Note shall be convertible into a maximum of 54,408 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable 30 days after the completion of the Company’s initial business combination, subject to certain terms and conditions.

 

The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Amended and Restated Working Capital Note.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Amended and Restated Working Capital Note, dated September 18, 2026, issued by the Company to the Sponsor.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

1

 

 

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: September 21, 2026 By:

/s/ Håkan Wohlin

    Håkan Wohlin
    Chief Executive Officer

 

2

 

Filing Exhibits & Attachments

5 documents

Keep reading