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Centurion Acquisition Corp.

ALFUU
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Business Summary

Centurion Acquisition Corp. (the "Company") operates as 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 effectuate a Business Combination, such as a merger, amalgamation, share exchange, asset acquisition, share purchase, or reorganization, 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 suitable target 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. Revenue generation is not expected until after the completion of a Business Combination . The Company 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, and its "customers" are effectively its public shareholders who invest in the expectation of a successful Business Combination.

The Company's strategy for selecting a target business is to identify companies with compelling growth potential within the digital technology industry . Key characteristics sought include robust and differentiated intellectual property, a scalable platform with long-term growth potential, innovative and disruptive technology, participation in a large addressable market with highly engaged customers, stable revenue and cash flows, profitability or a clear path to profitability, experienced leadership teams, an entrepreneurial culture, alignment of long-term vision with target shareholder willingness to retain meaningful equity, potential for future synergistic M&A roll-up activity, and identifiable valuation upside for all stakeholders . The management team plans to leverage its skills and extensive industry experience, including a proven track record in building and nurturing IP, driving operational excellence (evidenced by success at Jagex and other key roles), technology innovation (identifying novel monetization models, patents in robotics, IoT, recommender engines, social-selling platforms), and financial discipline (driving top-line growth while maintaining profitability) .

For the fiscal year ended December 31, 2025, the Company reported a net income of $11,742,335 . This 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 . As of December 31, 2025, the Company had cash of $100,985 and marketable securities and cash held in the Trust Account amounting to $308,174,127 . Total liabilities were $13,747,985 , including a deferred underwriting fee payable of $13,687,500 . The Company reported a total shareholders' deficit of $(13,587,101) .

Comparing the year ended December 31, 2025, to the period from January 18, 2024 (inception) through December 31, 2024, net income increased from $7,838,845 to $11,742,335 . Dividends and interest income on marketable securities and cash held in the Trust Account rose from $8,306,337 to $12,368,584 . Operating and formation costs also increased from $467,492 to $626,249 . The marketable securities and cash held in the Trust Account grew from $295,805,962 at December 31, 2024, to $308,174,127 at December 31, 2025.

Significant operational developments during the reported period include the consummation of the IPO on June 12, 2024, which generated gross proceeds of $287,500,000 from the sale of 28,750,000 units, including the full exercise of the over-allotment option . Simultaneously, the Company sold 7,000,000 Private Placement Warrants at $1.00 per warrant, generating $7,000,000 . A total of $287,500,000 from these proceeds was placed in the Trust Account. 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. On August 1, 2024, the Public Shares and Public Warrants began separate trading on The Nasdaq Global Market .

Business Outlook

Centurion Acquisition Corp. intends to use substantially all of the funds held in the Trust Account, including any interest earned (less income taxes payable), to complete its Business Combination . To the extent that its share capital or debt is used as consideration, the remaining proceeds in the Trust Account will be allocated as working capital to finance the operations of the target business, facilitate other acquisitions, and support growth strategies . The Company's management anticipates incurring significant costs in the pursuit of its acquisition plans .

The Company's primary growth area is the digital technology industry, which it believes is highly fragmented and offers numerous compelling business combination opportunities . This growth is expected to be fueled by continued tailwinds, including 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 . The management team plans to leverage its extensive industry experience and network to add significant value to the target company through operational expertise and a focus on organic growth initiatives, as well as potential add-on acquisitions .

Regarding its operational outlook, the Company expects to continue incurring significant costs in pursuit of its acquisition plans . The Company's current working capital deficit and the expectation of significant future costs raise substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued . Management has also determined that the mandatory liquidation and subsequent dissolution, should a Business Combination not be completed, further raise substantial doubt about its going concern ability . The Company initially has until June 12, 2026, to consummate its initial Business Combination, assuming no extensions .

For planned capital allocation, the Company has access to approximately $1,000,000 from the proceeds of its IPO held outside the Trust Account, which it intends to use primarily for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring, negotiating, and completing a Business Combination . The Sponsor or certain officers and directors or their affiliates may loan the Company funds, up to $1,500,000 , to finance working capital deficiencies or transaction costs, which may be convertible into Private Placement Warrants at $1.00 per warrant .

Management has explicitly flagged several structural headwinds and execution risks to its growth plan. The requirement to complete the initial Business Combination within the Completion Window may give potential target businesses leverage in negotiations and limit the time for due diligence, especially as the dissolution deadline approaches . The search for a Business Combination may be materially adversely affected by events outside of the Company's control, such as increased geopolitical unrest (e.g., Russia-Ukraine conflict, Middle East and Southwest Asia conflicts) and volatility in debt and equity markets . These global security concerns could lead to market disruptions, including volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks, making it difficult to identify a target and consummate a Business Combination on acceptable terms . The increasing number of SPACs has led to greater competition for attractive targets, potentially increasing the cost of a Business Combination or making it difficult to find a suitable target . The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, potentially preventing the Company from meeting minimum cash requirements for a transaction .

Risk Factors

Centurion Acquisition Corp. faces several material risks. Macroeconomic and geopolitical risks include the potential adverse effects of current global geopolitical conditions, such as the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia, which could lead to market disruptions, volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyber-attacks against U.S. companies . These factors could make it more difficult to identify and consummate a Business Combination on acceptable terms . Competitive risks arise from the significant increase in the number of special purpose acquisition companies, leading to greater competition for attractive targets, which could increase the cost of a Business Combination or result in the inability to find a target . Regulatory risks include changes in laws or regulations, or a failure to comply with them, which may adversely affect the Company's business, including its ability to negotiate and complete an initial Business Combination . Specifically, the SEC's new SPAC Rules and related guidance may increase the costs and time needed to complete a 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 . Operational risks include the possibility that the Company may not have sufficient funds outside the Trust Account to operate for the duration of the Completion Window, potentially forcing reliance on loans from the Sponsor or management team . If third parties bring claims against the Company, the proceeds in the Trust Account could be reduced, and the per-share redemption amount received by shareholders may be less than $10.00 per share . The nominal purchase price paid by the Sponsor for the Founder Shares (approximately $0.004 per share ) may 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 .

Management Priorities

Management's message to shareholders emphasizes the Company's status as a blank check company focused on identifying and executing a Business Combination within the digital technology industry. They highlight their intention to leverage the team's extensive industry experience, including a proven track record in IP-centric investments, operational excellence, technology innovation, and financial discipline, to add significant value to a target company . A key strategic priority is to identify companies with compelling growth potential that possess robust intellectual property, scalable platforms, innovative technology, large addressable markets, stable revenues, and experienced leadership . Management acknowledges the significant costs associated with pursuing acquisition plans and the inherent uncertainty in completing a Business Combination by the June 12, 2026, deadline . They also note the potential for conflicts of interest due to their ownership of Founder Shares and Private Placement Warrants, which could influence their motivation in selecting a target .

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 — Introduction
  4. [4] Item 7, MD&A — Results of Operations
  5. [5] Item 7, MD&A — Results of Operations
  6. [6] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  7. [7] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  8. [8] Item 1, Business — Business Strategy
  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 — Liquidity, Capital Resources and Going Concern
  13. [13] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  14. [14] Item 8, Balance Sheets — Total Liabilities
  15. [15] Item 8, Balance Sheets — Deferred underwriting fee payable
  16. [16] Item 8, Balance Sheets — Total Shareholders’ Deficit
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Results of Operations
  19. [19] Item 7, MD&A — Results of Operations
  20. [20] Item 7, MD&A — Results of Operations
  21. [21] Item 7, MD&A — Results of Operations
  22. [22] Item 7, MD&A — Results of Operations
  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 1, Business — Introduction
  26. [26] Item 1, Business — Introduction
  27. [27] Item 1, Business — Introduction
  28. [28] Item 1, Business — Introduction
  29. [29] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  30. [30] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  31. [31] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  32. [32] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  33. [33] Item 1, Business — Note 1. Description of Organization and Business Operations
  34. [34] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  35. [35] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  36. [36] Item 7, MD&A — Overview
  37. [37] Item 1, Business — Business Strategy
  38. [38] Item 1, Business — Business Strategy
  39. [39] Item 1, Business — Business Strategy
  40. [40] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  41. [41] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  42. [42] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  43. [43] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  44. [44] Item 1, Business — Redemption of Public Shares if No Initial Business Combination
  45. [45] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  46. [46] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  47. [47] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  48. [48] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  49. [49] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  50. [50] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  51. [51] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  52. [52] Item 1A, Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination
  53. [53] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia as well as volatility in the debt and equity markets.
  54. [54] Item 1A, Risk Factors — Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia as well as volatility in the debt and equity markets.
  55. [55] Item 1A, Risk Factors — As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination.
  56. [56] 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.
  57. [57] 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.
  58. [58] 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.
  59. [59] Item 1A, Risk Factors — If the net proceeds of the IPO not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Completion Window, it could limit the amount available to fund our search for a target business or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial Business Combination.
  60. [60] 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.
  61. [61] 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.
  62. [62] 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.
  63. [63] Item 1, Business — Business Strategy
  64. [64] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  65. [65] Item 7, MD&A — Liquidity, Capital Resources and Going Concern
  66. [66] Item 1A, Risk Factors — Since our Sponsor, executive officers and directors will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to Public Shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.

Analysis on 5/19/2026