v3.26.1
Related Party Transactions
4 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 5. RELATED PARTY TRANSACTIONS

 

Founder Shares

 

On April 20, 2026, the Company issued an aggregate of 7,666,667 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), for a purchase price of $25,000 (approximately $0.003 per share), to the Sponsor which is deemed as subscription receivable. On May 28, 2026, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in settlement of the subscription receivable. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the Public Shares issuable upon conversion thereof. The Founder Shares are identical to the Public Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor has agreed to forfeit up to an aggregate of 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor, officers, and directors will not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the Initial Public Offering, the Sponsor, officers, and directors will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Units (and any securities underlying the Private Placement Units) held by it. On July 6, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture.

 

The strategic partners and senior advisors may, but have not as of the date of the Company’s prospectus, invest in KingsRock Viking Acquisition II, LLC, and through it, indirectly in the Sponsor, thereby sharing in the appreciation of Founder Shares and Private Placement Units held by the Sponsor, provided that the Company successfully complete a Business Combination. However, such parties will have no right to control KingsRock Viking Acquisition II, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor prior to the consummation of a Business Combination. In addition, each of the four independent directors has purchased membership interests in KingsRock Viking Acquisition II, LLC for $187 which provides each of them with an indirect interest in 50,000 Founder Shares. In addition, Mr. Brettschneider has purchased two other membership interests in KingsRock Viking Acquisition II, LLC — one that he has purchased for $165.45 which provides him with an indirect interest in 50,739 Founder Shares, and the other that he has purchased for $50,000 which provides him with an indirect interest in 5,000 Private Placement Units. None of the independent directors will have a right to control either KingsRock Viking Acquisition II, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise, prior to the consummation of a Business Combination.

 

The third-party valuation firm valued the Founder Shares as of June 23, 2026, the grant date. The probability of De-SPAC and instrument specific market adjustment was assumed to be 35.0% and the implied Class A share price was $9.80. The valuation has identified the fair value of the Founder Shares to be $3.43 per share as of grant date. The total fair value of the 200,000 Founder Shares purchased by the four independent directors and the additional 50,739 Founder Shares purchased by one of the directors is $860,035 or $3.43 per share, which was recorded as of the grant date, June 23, 2026 in the Company’s unaudited condensed financial statements as share-based compensation expense.

 

The Sponsor, officers, and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) six months after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, the date on which the Company consummates a transaction which results in shareholders having the right to exchange its shares for cash, securities, or other property subject to certain limited exceptions.

 

Administrative Support and Indemnification Agreement

 

Commencing on June 30, 2026, the date that the Company’s securities are first listed on the New York Stock Exchange, the Company agreed to reimburse an affiliate of the managers of the Sponsor, KingsRock Advisors, LLC (the “Services Provider”), in an amount equal to up to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of June 30, 2026, no amount has been accrued for these services in the Company’s unaudited condensed balance sheet.

 

The Company agreed to indemnify and hold harmless the Services Provider, (the “Indemnitee”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, the Company’s Initial Business Combination, as discussed in the Registration Statement), or (ii) any claim against the Services Provider alleging any expressed or implied management or endorsement of any activities of the Company or any express or implied association between the Services Provider, on the one hand, and the Company on the other hand. Notwithstanding anything to the contrary set forth herein or otherwise, the Company acknowledges and agrees that the Indemnitee shall be an express third-party beneficiary of the provisions of this paragraph (iii) and any related provision hereof that is or may extend rights to the Indemnitee. For the avoidance of doubt, the Company’s indemnification obligations contained in this paragraph (iii) shall survive the Company’s consummation of a Business Combination. The provisions of this paragraph (iii) are in all respects subject to the waiver against the Company’s Trust Account set forth in paragraph (ii), above.

Promissory Note

 

On May 28, 2026, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of December 31, 2026, or the date on which the Company consummates the Initial Public Offering. As of June 30, 2026, the Company had borrowed $81,683. Subsequently, on July 6, 2026, this has been paid in full by the Company at the closing of the Initial Public Offering. Borrowings under the Note are no longer available.

 

Working Capital Loans

 

In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units. As of June 30, 2026, the Company had no borrowings under the Working Capital Loans.