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Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K

Viking Acquisition Corp. II

VIINYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Item Entry 1.01 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.…

Filed Jul 7, 2026Accepted Jul 7, 2026, 5:10 PM EDTCIK 2139246Accession 0001213900-26-076045
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Company context

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry but expect to focus on a target in an industry where we believe our management team’s expertise will provide us with a competitive advantage.

Current securities

Recent company filings

  1. 4 filingSep 21, 2026
  2. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesSep 21, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesAug 19, 2026
  4. 10-Q filingAug 14, 2026
  5. Other EventsJul 14, 2026

Disclosure sections

Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry 1.01 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 3.02Item 3.02 - Unregistered Sales of Equity
Item Unregistered 3.02 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 5.02Item 5.02 - Departure/Election of Directors
Item Departure 5.02 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 5.03Item 5.03 - Amendments to Articles/Bylaws
Item Amendments 5.03 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.
Item 8.01Item 8.01 - Other Events
Item Other 8.01 Events 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.
Filed exhibits (4)
EX-4.1 (by filename) ea029724501ex4-1.htm

Exhibit 4.1 PUBLIC WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 1, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-third of one Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 7,666,666 warrants (including up to 1,000,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one whole Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), for $11.50 per share, subject to adjustment as described herein;…

Open exhibit ↗
EX-4.2 (by filename) ea029724501ex4-2.htm

Exhibit 4.2 PRIVATE WARRANT AGREEMENT between VIKING ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 1, 2026 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2026, is by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”) and one warrant to purchase one-third of an Ordinary Share (each, a “Unit”) to public investors in the Offering; and WHEREAS, on July 1, 2026, the Company entered into that certain Private Placement Units Purchase Agreement with Viking Acquisition Sponsor II, LLC, a Delaware limited liability company, (the “Sponsor”), pursuant to which simultaneously with the closing of the Offering the Sponsor will purchase an aggregate of 300,000 units regardless of whether th…

Open exhibit ↗
EX-99.1 (by filename) ea029724501ex99-1.htm

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…

Open exhibit ↗
EX-99.2 (by filename) ea029724501ex99-2.htm

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 t…

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