Centurion Acquisition Corp.

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 ¹. Its sole business objective is to effectuate a Business Combination (merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar transaction) with one or more target businesses ¹. The Company has not engaged in any operations nor generated any revenues to date, with its activities focused on organizational efforts, preparing for its Initial Public Offering (IPO), and identifying a target company ². The Company is classified as a "shell company" under the Exchange Act of 1934 due to its lack of operations and nominal assets, which consist almost entirely of cash ¹.

The Company's core business model revolves around identifying and acquiring a privately owned business within the digital technology industry ³. It aims to leverage its management team's skills and extensive industry experience to add value to the target company through operational expertise, organic growth initiatives, and potential add-on acquisitions ³. The strategy emphasizes an IP-centric investment philosophy, operational excellence, technology innovation, and financial discipline, with a focus on driving top-line growth while maintaining profitability ³. The Company plans to engage its network of industry relationships, including private companies, entrepreneurs, private equity firms, venture capitalists, and private investors, to source potential acquisition opportunities ³.

The digital technology industry is characterized as highly fragmented, with numerous companies developing innovative and potentially disruptive technologies and services ³. The Company 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 ³. This environment is expected to present a vast array of compelling business combination opportunities for the Company ³.

For the fiscal year ended December 31, 2025, Centurion Acquisition Corp. reported a net income of $11,742,335 ⁴. This income was primarily derived from dividends and interest earned on marketable securities and cash held in the Trust Account, totaling $12,368,584 ⁵. These gains were partially offset by formation and operating costs of $626,249 ⁶. As of December 31, 2025, the Company held marketable securities and cash in its Trust Account amounting to $308,174,127 ⁷, and had cash of $100,985 ⁸ in its operating bank account. Total assets were $308,335,011 ⁹, while total liabilities stood at $13,747,985 ¹⁰, including a deferred underwriting fee payable of $13,687,500 ¹¹. The Company reported a total shareholders' deficit of $(13,587,101) ¹².

Comparing the fiscal year ended December 31, 2025, to the period from January 18, 2024 (inception) through December 31, 2024, the Company's net income increased from $7,838,845 ¹³ to $11,742,335 ⁴. This improvement was driven by a rise in dividends and interest income from marketable securities and cash held in the Trust Account, which grew from $8,306,337 ¹⁴ to $12,368,584 ⁵. Operating and formation costs also increased from $467,492 ¹⁵ to $626,249 ⁶ year-over-year. Cash used in operating activities was $(564,445) ¹⁶ in 2025, compared to $(165,249) ¹⁷ in 2024. The marketable securities and cash held in the Trust Account increased from $295,805,962 ¹⁸ in 2024 to $308,174,127 ⁷ in 2025.

During the reported period, the Company consummated its IPO on June 12, 2024, issuing 28,750,000 units at $10.00 per unit, generating gross proceeds of $287,500,000 ¹⁹. Simultaneously, it sold 7,000,000 Private Placement Warrants at $1.00 per warrant, raising $7,000,000 ²⁰. A total of $287,500,000 ²¹ from these proceeds was placed in the Trust Account. The Company incurred $19,519,154 ²² in IPO-related costs, including $5,000,000 ²³ in cash underwriting fees and $13,687,500 ¹¹ in deferred underwriting fees. On January 23, 2024, the Sponsor made a capital contribution of $25,000 ²⁴ for 5,750,000 Class B ordinary shares, which was later adjusted to 7,187,500 Founder Shares through a share capitalization on April 29, 2024 ²⁵. The Sponsor also transferred 30,000 Founder Shares to each of three independent directors on May 20, 2024, and an additional 30,000 Founder Shares to a new independent director on June 9, 2025 ²⁶.

The Company's primary objective for the upcoming period is to complete its initial Business Combination within the Completion Window, which extends until June 12, 2026 ²⁷. Management acknowledges that there is substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not consummated by this date, as it would lead to mandatory liquidation and dissolution ²⁷.

The Company 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 ²⁸. If share capital or debt is used as consideration, the remaining Trust Account proceeds will serve as working capital for the target business's operations, future acquisitions, and growth strategies ²⁸. The $100,985 ⁸ in cash held outside the Trust Account is designated for identifying and evaluating target businesses, performing due diligence, travel, reviewing corporate documents, and structuring/negotiating a Business Combination ²⁸.

Management plans to seek acquisition opportunities in the digital technology industry, specifically targeting companies with compelling growth potential ³. Key attributes sought in target businesses 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, and identifiable valuation upside for stakeholders ³. The Company may also pursue targets that can serve as a platform for future synergistic M&A roll-up activity ³.

The Company's cost structure will continue to include monthly payments of $10,000 ²⁹ to its Sponsor for office space, utilities, and administrative support services until the earlier of the Business Combination's completion or liquidation. Additionally, a deferred underwriting discount of $13,687,500 ¹¹ is payable upon the completion of the initial Business Combination ²⁹. To fund working capital deficiencies or transaction costs, the Sponsor or certain officers and directors may provide non-interest-bearing loans, up to $1,500,000 ³⁰ of which may be convertible into Private Placement Warrants at $1.00 per warrant ³⁰.

The Company is subject to various structural headwinds and execution risks. 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 ³¹. Geopolitical instability, such as the Russia-Ukraine conflict and the Middle East conflict, and volatility in debt and equity markets, could adversely affect the search for a Business Combination by impacting potential target companies' operations or financial condition ³². Regulatory changes, including the SEC's new SPAC Rules, may increase the costs and time required to complete a Business Combination and could constrain the circumstances under which it can be completed ³³. There is also a risk that the Company could be deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict its activities, making it difficult to complete a Business Combination ³⁴.

The Company faces several material risks, including the inherent uncertainty of completing an initial Business Combination within the Completion Window of June 12, 2026 ²⁷, which, if unsuccessful, would lead to liquidation and potential loss of investment for public shareholders ³⁵. The ability of public shareholders to redeem their shares for cash could make the Company's financial condition unattractive to potential targets or lead to substantial dilution for non-redeeming shareholders due to the fixed deferred underwriting compensation of $13,687,500 ¹¹. Geopolitical instability, such as the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia, along with volatility in debt and equity markets, could materially adversely affect the search for and consummation of a Business Combination ³². Regulatory changes, particularly the SEC's new SPAC Rules, may increase the costs and time needed for a Business Combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting activities ³³, ³⁴. Furthermore, the nominal purchase price of approximately $0.004 per share ²⁴ paid by the Sponsor for the Founder Shares could result in significant dilution to public shareholders upon a Business Combination, and the Sponsor is likely to profit substantially even if the trading price of ordinary shares declines ³⁶. Third-party claims against the Trust Account, despite waiver agreements, could reduce the per-share redemption amount below $10.00 ³⁷.

Management's message emphasizes the Company's blank check nature and its singular focus on identifying and completing an initial Business Combination within the digital technology industry. They highlight their team's extensive experience and strategic "pillars" including IP-centric investment, operational excellence, technology innovation, and financial discipline as key differentiators in their search for a target. Management explicitly states that they do not expect to generate any operating revenues until after the completion of a Business Combination ². They are actively reviewing opportunities and intend to use the funds in the Trust Account, currently $308,174,127 ⁷, to effectuate the Business Combination. Management also acknowledges the significant costs incurred in pursuit of their acquisition plans and the substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not consummated by June 12, 2026 ²⁷. They are committed to leveraging their network and expertise to add value to a target company, focusing on organic growth and potential add-on acquisitions.