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Centurion Acquisition Corp.

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Business Summary

Centurion Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated on January 18, 2024, in the Cayman Islands . Its sole business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination (a "Business Combination") with one or more target businesses . The Company has not engaged in any operations or generated any revenue to date, with its activities focused on organizational efforts, preparing for its Initial Public Offering (IPO), and identifying a target company for a Business Combination . The Company is classified as a "shell company" under the Exchange Act of 1934 due to its lack of operations and nominal assets consisting almost entirely of cash .

The Company's core business model revolves around identifying and acquiring a privately owned business, thereby taking it public. It generates non-operating income primarily from interest earned on marketable securities held in its Trust Account . The primary customer segments are not applicable as the Company is a SPAC seeking an acquisition target, not an operating business with customers. The Company's strategy emphasizes leveraging its management team's skills and extensive industry experience to add value to the target company through operating expertise, organic growth initiatives, and potential add-on acquisitions . Key pillars of this strategy include an IP-centric investment philosophy, operational excellence, technology innovation, and financial discipline .

The Company completed its IPO on June 12, 2024, offering 28,750,000 units at $10.00 per unit, generating gross proceeds of $287,500,000 . Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant . Simultaneously, the Company sold 7,000,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $7,000,000 . Of these, the Sponsor purchased 4,500,000 Private Placement Warrants, Cantor Fitzgerald & Co. purchased 1,750,000, and Odeon Capital Group, LLC purchased 750,000 . A total of $287,500,000 from the net proceeds of the IPO and the sale of Private Placement Warrants was placed in a Trust Account, to be held as cash or invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds .

For the fiscal year ended December 31, 2025, the Company reported a net income of $11,742,335 . This income was primarily driven by dividends and interest income on marketable securities and cash held in the Trust Account, totaling $12,368,584 , partially offset by formation and operating costs of $626,249 . In comparison, for the period from January 18, 2024 (inception) through December 31, 2024, the Company had a net income of $7,838,845 , with interest income on marketable securities in the Trust Account of $8,306,337 and formation and operating costs of $467,492 .

As of December 31, 2025, the Company's total assets were $308,335,011 , with marketable securities and cash held in the Trust Account amounting to $308,174,127 . Cash outside the Trust Account was $100,985 . Total liabilities were $13,747,985 , which included a deferred underwriting fee payable of $13,687,500 . The Company reported a total shareholders' deficit of $(13,587,101) . Basic and diluted net income per redeemable Class A ordinary share was $0.33 for both the year ended December 31, 2025, and the period from January 18, 2024, through December 31, 2024. Similarly, basic and diluted net income per non-redeemable Class B ordinary shares was $0.33 for both periods.

Operational developments during the period include the full exercise of the underwriters' over-allotment option for 3,750,000 units on June 12, 2024 . The Company incurred $19,519,154 in IPO-related costs, comprising $5,000,000 in cash underwriting fees, $13,687,500 in deferred underwriting fees, and $831,654 in other costs. The Company also entered into an Administrative Services Agreement with its Sponsor on June 10, 2024, agreeing to pay $10,000 per month for office space, utilities, and administrative support services .

Business Outlook

The Company's primary objective is to complete an initial Business Combination within 24 months from the closing of its IPO, which is by June 12, 2026 . If it fails to do so, the Company will redeem its Public Shares and liquidate . The Company intends to use substantially all funds held in the Trust Account, including interest earned (less income taxes), to complete this Business Combination . Any remaining proceeds will be used as working capital to finance the operations of the target business, make other acquisitions, and pursue growth strategies .

The Company plans to pursue acquisition opportunities in the digital technology industry, which it describes as highly fragmented with numerous innovative and potentially disruptive technologies and services . It anticipates continued growth in this sector, fueled by cybersecurity concerns, the rise and growing use cases for artificial intelligence (AI), the development of deep learning, and the launch of innovative new technology businesses and other emerging technologies . This environment is expected to present a vast array of potential compelling business combination opportunities .

The Company's growth strategy is centered on leveraging its management team's skills and extensive industry experience to add significant value to the target company . This includes a focus on organic growth initiatives and potential add-on acquisitions . The management team's core strategic pillars involve an IP-centric investment philosophy, operational excellence, technology innovation, and financial discipline . They plan to engage with their extensive network of industry relationships, including private companies, entrepreneurs, private equity firms, venture capitalists, and private investors, to identify and review potential acquisition opportunities .

The Company may need to obtain additional financing to complete its initial Business Combination, especially if the transaction requires more cash than available from the Trust Account or if a significant number of Public Shares are redeemed . Such financing could involve issuing additional securities or incurring debt . Up to $1,500,000 of working capital loans from the Sponsor or management team may be convertible into Private Placement Warrants at a price of $1.00 per warrant .

The Company's management has identified a projected working capital deficit and the expectation of significant future costs as factors raising substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued . The mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by June 12, 2026 , also contribute to this going concern doubt .

Risk Factors

The Company faces several material risks, primarily stemming from its nature as a blank check company. A significant risk is the potential inability to complete an initial Business Combination within the Completion Window, which is by June 12, 2026 , leading to liquidation and the expiration of warrants worthless . Geopolitical conditions, including the Russia-Ukraine conflict and the escalation of conflict in the Middle East and Southwest Asia, could materially adversely affect the search for a Business Combination by impacting potential target companies' operations or financial condition, or by increasing market volatility and reducing liquidity in capital markets . The ability of Public Shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential Business Combination targets, potentially preventing the Company from meeting minimum cash requirements for a transaction . Furthermore, a large number of redemptions could substantially dilute the investment of non-redeeming shareholders and limit the Company's ability to complete the most desirable Business Combination or optimize its capital structure . Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase the costs and time needed to negotiate and complete an initial Business Combination and could constrain the circumstances under which it can be completed . There is also a risk that the Company could be deemed an investment company under the Investment Company Act of 1940, which would impose burdensome compliance requirements and restrict its activities, making it difficult to complete a Business Combination . The nominal purchase price paid by the Sponsor for the Founder Shares ($0.004 per share) could result in significant dilution to the implied value of Public Shares upon a Business Combination, and the Sponsor is likely to make a substantial profit even if the trading price of ordinary shares declines . The Company's Sponsor has agreed to be liable for third-party claims that reduce the Trust Account below $10.00 per Public Share , but the Sponsor's only assets are securities of the Company, so there is no assurance it could satisfy these obligations .

Management Priorities

Management's message to shareholders emphasizes the Company's focus on identifying a compelling Business Combination opportunity within the digital technology industry, leveraging their team's extensive experience and network. They highlight the industry's fragmentation and growth tailwinds driven by cybersecurity, AI, deep learning, and other emerging technologies as key drivers for potential targets . The strategic priorities include an IP-centric investment philosophy, operational excellence, technology innovation, and financial discipline to add significant value to an acquired company . Management acknowledges the critical deadline of June 12, 2026, to complete an initial Business Combination and the potential need for additional financing through equity issuances or debt to fund a transaction or the operations of a target business . They also note the ongoing geopolitical unrest and market volatility as factors that could adversely affect their search for a suitable target . The overall tone suggests a proactive approach to identifying and executing a Business Combination, while also transparently addressing the inherent risks and challenges associated with operating as a SPAC.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 7, MD&A — Results of Operations
  3. [3] Item 1, Business — Business Strategy
  4. [4] Item 1, Business — Introduction
  5. [5] Item 1, Business — Introduction
  6. [6] Item 1, Business — Introduction
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 7, MD&A — Results of Operations
  9. [9] Item 7, MD&A — Results of Operations
  10. [10] Item 7, MD&A — Results of Operations
  11. [11] Item 7, MD&A — Results of Operations
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 8, Balance Sheets — TOTAL ASSETS
  14. [14] Item 8, Balance Sheets — Marketable securities and cash held in Trust Account
  15. [15] Item 8, Balance Sheets — Cash
  16. [16] Item 8, Balance Sheets — TOTAL LIABILITIES
  17. [17] Item 8, Balance Sheets — Deferred underwriting fee payable
  18. [18] Item 8, Balance Sheets — Total Shareholders’ Deficit
  19. [19] Item 8, Statements of Operations — Basic and diluted net income per redeemable Class A ordinary share
  20. [20] Item 8, Statements of Operations — Basic and diluted net income per non-redeemable Class B ordinary shares
  21. [21] Item 1, Business — Introduction
  22. [22] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  23. [23] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  24. [24] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  25. [25] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  26. [26] Item 13, Certain Relationships and Related Transactions, and Director Independence — Administrative Services Agreement
  27. [27] Item 1, Business — Introduction
  28. [28] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  29. [29] Item 1, Business — Business Strategy
  30. [30] Item 1, Business — Effecting Our Initial Business Combination
  31. [31] Item 13, Certain Relationships and Related Transactions, and Director Independence — Working Capital Loans
  32. [32] Item 13, Certain Relationships and Related Transactions, and Director Independence — Working Capital Loans
  33. [33] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  34. [34] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  35. [35] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  36. [36] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  37. [37] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  38. [38] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  39. [39] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  40. [40] Item 1A, Risk Factors — Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  41. [41] Item 1A, Risk Factors — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  42. [42] Item 1A, Risk Factors — The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination.
  43. [43] Item 1A, Risk Factors — The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary at such time is substantially less than $10.00 per share.
  44. [44] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per- share redemption amount received by shareholders may be less than $10.00 per share.
  45. [45] Item 1A, Risk Factors — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per- share redemption amount received by shareholders may be less than $10.00 per share.

Analysis on 5/19/2026