Viking Acquisition secures $514K sponsor loan

Q: What financing agreement did Viking Acquisition Corp. II (VII) enter into on August 19, 2026?

Viking Acquisition Corp. II issued a $514,080 convertible unsecured promissory note to its sponsor for working capital. The note is interest-free and payable at business combination completion or company winding up.

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

The note can convert into a maximum of 51,408 New Units at a conversion price of $10.00 per unit. Each New Unit mirrors the private placement units issued in Viking Acquisition Corp. II’s initial public offering.

Q: What securities are included in each New Unit of Viking Acquisition Corp. II (VII)?

Each New Unit includes one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant allows purchase of one Class A ordinary share at an exercise price of $11.50 per share.

Q: When do the Viking Acquisition Corp. II (VII) warrants issued with New Units become exercisable?

Each whole warrant becomes exercisable on the later of 30 days after completing an initial business combination or 12 months from the IPO. They permit purchase of one Class A ordinary share at $11.50.

Q: Under which exemption was the Viking Acquisition Corp. II (VII) note issued?

The note was issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This indicates a private, unregistered offering of securities to the sponsor rather than a public offering.

Q: Does the new Viking Acquisition Corp. II (VII) working capital note bear interest?

The working capital note’s principal balance does not accrue interest. It is repayable upon completion of an initial business combination or the effectiveness of the company’s winding up, or can be converted into New Units at the sponsor’s election.

Viking Acquisition Corp. II (VII) entered into a new working capital financing arrangement with its sponsor.

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Form Type

8-K

Rhea-AI Filing Summary

Viking Acquisition Corp. II (VII) entered into a new working capital financing arrangement with its sponsor. The company issued a convertible unsecured promissory note for $514,080 to Viking Acquisition Sponsor II, LLC on August 19, 2026 to provide additional working capital.

The note bears no interest and is repayable on the earlier of completing an initial business combination or the company’s winding up. Upon completion of an initial business combination, the sponsor may elect to convert the principal into up to 51,408 “New Units” at $10.00 per unit, each unit identical to the private placement units from the IPO.

Each New Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant will allow purchase of one Class A ordinary share at an exercise price of $11.50 per share, becoming exercisable after the later of 30 days post-business combination or 12 months from the IPO. The note was issued as a private offering in reliance on Section 4(a)(2) of the Securities Act of 1933.

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8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

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.

Key Figures

Working Capital Note Principal: $514,080.00 Conversion Price per Unit: $10.00 per unit Maximum New Units on Conversion: 51,408 units +3 more

6 metrics

Working Capital Note Principal $514,080.00 Aggregate principal amount of the convertible unsecured promissory note issued to the sponsor

Conversion Price per Unit $10.00 per unit Price at which principal may convert into New Units upon initial business combination

Maximum New Units on Conversion 51,408 units Maximum number of New Units issuable upon full conversion of the note

Warrant Exercise Price $11.50 per share Exercise price for each whole redeemable warrant included in New Units

Class A Ordinary Share Par Value $0.0001 per share Par value of each Class A ordinary share underlying the New Units

Warrant Fraction per Unit 1/3 warrant per unit Each New Unit includes one-third of one redeemable warrant

Key Terms

convertible unsecured promissory note, initial business combination, private placement units, redeemable warrant, +1 more

5 terms

convertible unsecured promissory note financial

"issued a convertible unsecured promissory note (the “Note”) in the aggregate principal amount"

initial business combination financial

"payable by the Company on the earlier of 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 with the Company’s initial public offering"

redeemable warrant financial

"one-third of one redeemable warrant, with each whole warrant entitling the holder to purchase"

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

"The Company has relied upon Section 4(a)(2) of the Securities Act of 1933"

Offering Details

shelf/ATM · $514,080.00 principal; maximum 51,408 New Units at $10.00 per unit

Offering

Offering Type shelf/ATM

Securities Offered Convertible unsecured promissory note convertible into New Units (Class A ordinary shares and redeemable warrants)

Offering Amount $514,080.00 principal; maximum 51,408 New Units at $10.00 per unit

Use of Proceeds Additional working capital for Viking Acquisition Corp. II

FAQ

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

What financing agreement did Viking Acquisition Corp. II (VII) enter into on August 19, 2026?

Viking Acquisition Corp. II issued a $514,080 convertible unsecured promissory note to its sponsor for working capital. The note is interest-free and payable at business combination completion or company winding up.

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

The note can convert into a maximum of 51,408 New Units at a conversion price of $10.00 per unit. Each New Unit mirrors the private placement units issued in Viking Acquisition Corp. II’s initial public offering.

What securities are included in each New Unit of Viking Acquisition Corp. II (VII)?

Each New Unit includes one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant allows purchase of one Class A ordinary share at an exercise price of $11.50 per share.

When do the Viking Acquisition Corp. II (VII) warrants issued with New Units become exercisable?

Each whole warrant becomes exercisable on the later of 30 days after completing an initial business combination or 12 months from the IPO. They permit purchase of one Class A ordinary share at $11.50.

Under which exemption was the Viking Acquisition Corp. II (VII) note issued?

The note was issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This indicates a private, unregistered offering of securities to the sponsor rather than a public offering.

Does the new Viking Acquisition Corp. II (VII) working capital note bear interest?

The working capital note’s principal balance does not accrue interest. It is repayable upon completion of an initial business combination or the effectiveness of the company’s winding up, or can be converted into New Units at the sponsor’s election.

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

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Accepted by SEC EDGAR 08/19/2026 - 04:15 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 21.6 KB