Business Context and Reporting Period
Company: Centurion Acquisition Corp. (Centurion)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter ended June 30, 2025
Business Overview: Centurion is a Cayman Islands exempted company incorporated on January 18, 2024, as a blank check company (SPAC) formed to effect a merger, share exchange, or asset acquisition with one or more target businesses. The Company consummated its Initial Public Offering (IPO) on June 12, 2024, and has not yet commenced operations. Its primary activity is identifying a target for a Business Combination.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | As of June 30, 2025 |
|---|---|---|---|
| Net Income | $3,046,155 | $5,946,448 | N/A |
| Operating Costs | $135,546 | $285,412 | N/A |
| Trust Account Income | $3,181,701 | $6,231,860 | N/A |
| Cash (Operating) | N/A | N/A | $423,168 |
| Trust Account Balance | N/A | N/A | $302,037,539 |
| Working Capital | N/A | N/A | $441,100 |
| Deferred Underwriting Fee | N/A | N/A | $13,687,500 |
| EPS (Class A & B) | $0.08 | $0.17 | N/A |
Material Changes vs. Prior Period
- Net Income Growth: Net income for the three months ended June 30, 2025, was $3,046,155, a significant increase from $612,185 in the same period in 2024. This is primarily driven by higher interest and dividend income earned on the Trust Account ($3.18M vs. $0.69M).
- Operating Costs: Operating and formation costs increased to $135,546 for the three months ended June 30, 2025, compared to $80,312 in the prior year period, reflecting ongoing public company compliance and search activities.
- Trust Account Value: The balance in the Trust Account increased from $295,805,962 at December 31, 2024, to $302,037,539 at June 30, 2025, due to accrued interest and dividends.
- Redemption Value: The redemption value per Class A ordinary share subject to possible redemption increased from $10.29 (Dec 31, 2024) to $10.51 (June 30, 2025).
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The Company must complete a Business Combination by June 12, 2026 (24 months from IPO closing), unless extended. Failure to do so will result in mandatory liquidation and redemption of public shares.
- Liquidity and Going Concern: Management has determined that the mandatory liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern. However, the Company currently holds sufficient cash outside the Trust Account ($423,168) to fund operations for the near term.
- Capital Resources: The Company has $302.0 million in the Trust Account. It may borrow up to $1.5 million in working capital loans from the Sponsor or affiliates, which may be convertible into warrants.
- Risks: Key risks include the inability to complete a Business Combination within the specified timeframe, potential changes in market conditions affecting the Trust Account value, and the impact of global geopolitical events (e.g., conflicts in Ukraine and Israel) on the economy.
- Recent Developments: On June 9, 2025, Thomas Vu was appointed to the Board of Directors and received 30,000 Founder Shares.
Investor Verification Checklist
- Trust Account Composition: Verify that the $302.0 million in the Trust Account is held in U.S. government treasury obligations or money market funds as disclosed.
- Redemption Rights: Confirm the current redemption value per share ($10.51) and the conditions under which public shareholders may redeem their shares.
- Deferred Fees: Note the $13.7 million deferred underwriting fee payable upon the completion of a Business Combination.
- Going Concern Status: Review the "Liquidity and Capital Resources" section for updates on the Company's ability to meet the June 12, 2026 deadline.
- Related Party Transactions: Monitor the $10,000 monthly administrative fee paid to the Sponsor and any potential working capital loans.