Viking Acquisition Corp II-A美股招股说明书(2026-07-06版)

Viking Acquisition Corp.II 20,000,000Units Viking Acquisition Corp.II is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination target in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in thisprospectus, and only whole warrants are exercisable. The warrants will become exercisable on the later of(a)30days after the completion of our initial business combination, or (b)12months from the closing of thisoffering, and will expire fiveyears after the completion of our initial business combination or earlier uponredemption or liquidation, as described in this prospectus. Subject to the terms and conditions described in thisprospectus, we may redeem the warrants for cash once the warrants become exercisable. No fractional warrantswill be issued upon separation of the units and only whole warrants will trade. We have also granted theunderwriters a 45-day option to purchase up to an additional 3,000,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price described herein,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as oftwobusinessdays prior to the consummation of our initial business combination, including interest earned onthe funds held in the trust account (net of amounts withdrawn to pay our taxes (“taxes payable”), divided by thenumber of then outstanding ClassA ordinary shares that were sold as part of the units in this offering. We willhave 24months from the closing of this offering to consummate an initial business combination or until suchearlier liquidation date as our board of directors may approve, to consummate an initial business combination,which we refer to herein as the completion window. If we anticipate that we may be unable to consummate ourinitial business combination within such 24-month period, we may seek shareholder approval to amend ouramended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we seek shareholder approval for an extension, holders ofpublic shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable),divided by the number of then issued and outstanding public shares, subject to applicable law. If we are unableto complete our initial business combination within the completion window (or such later date as approved byour shareholders), or by such earlier liquidation date as our board of directors may approve, we will redeem100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account, including interest earned thereon (less taxes payable and up to $100,000 of interest income topay dissolution expenses), divided by the number of then issued and outstanding public shares, subject toapplicable law and certain conditions as further described herein.See “Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial businesscombination” on page 34 and “Summary—The Offering—Redemption of public shares and distribution and liquidation if no initial business combination” on page40 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the Table of Contents “ExchangeAct”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without o