false
0002139246
98-0193516
0002139246
2026-08-19
2026-08-19
0002139246
cik0002139246:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnethirdOfOneRedeemableWarrantMember
2026-08-19
2026-08-19
0002139246
cik0002139246:ClassOrdinaryShares0.0001ParValueMember
2026-08-19
2026-08-19
0002139246
cik0002139246:RedeemableWarrantsEachFullWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-08-19
2026-08-19
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): August 19, 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 “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. 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 51,408 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 on the later of (a) 30 days after the completion of an initial business combination or (b) 12 months from the Company's initial public
offering.
The Company has relied upon Section 4(a)(2) of the Securities Act of
1933, as amended, in connection with the issuance of the Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Working Capital Note, dated August 19, 2026, issued by the Company to the Sponsor. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 19, 2026 |
By: |
/s/ Håkan Wohlin |
| |
|
Håkan Wohlin |
| |
|
Chief Executive Officer |