ALF

Business Context and Reporting Period

Centurion Acquisition Corp. (Centurion) is a Cayman Islands exempted company incorporated on January 18, 2024, operating as a blank check company (SPAC). The company was formed to effect a merger, share exchange, asset acquisition, or similar business combination with one or more target businesses. As of the reporting date, Centurion has not commenced any operations; all activity relates to its formation, its Initial Public Offering (IPO) consummated on June 12, 2024, and the search for a target business.

This Form 10-Q covers the quarterly period ended March 31, 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income Decline: Net income decreased by approximately $380,183 (13.1%) compared to Q1 2025. This decline is primarily attributed to a reduction in interest and dividend income earned on marketable securities held in the Trust Account, which fell from $3.05 million to $2.72 million.
• Increased Operating Costs: General and administrative costs increased by $51,878 (34.6%) to $201,744, reflecting ongoing public company compliance and acquisition search expenses.
• Cash Position: Operating cash decreased significantly from $100,985 at the end of 2025 to $28,828 at March 31, 2026. Net cash used in operating activities was $72,157 for the quarter.
• Trust Account Growth: The Trust Account balance increased by $2,721,849 due to accrued interest and dividends, raising the redemption value per Class A share to $10.81 from $10.72.

Outlook, Risks, and Management Commentary

• Going Concern Uncertainty: Management has identified substantial doubt about the company's ability to continue as a going concern. This is due to a working capital deficit of $101,340, the expectation of significant future costs, and the mandatory liquidation requirement if a Business Combination is not completed by June 12, 2026 (24 months from IPO).
• Liquidity Strategy: The company holds $28,828 in operating cash to fund operations. To finance transaction costs or working capital deficiencies, the Sponsor or affiliates may provide "Working Capital Loans" (up to $1.5 million convertible to warrants), though none were outstanding as of March 31, 2026.
• Business Combination Deadline: The company must consummate a Business Combination by June 12, 2026, or face mandatory liquidation and dissolution. No extensions have been announced in this filing.
• Risk Factors: Risks include the inability to complete a Business Combination, market volatility affecting the Trust Account, and geopolitical instability. The filing notes no material changes to risk factors from the previous 10-K.
• Related Party Obligations: The company owes $5,000 to the Sponsor for administrative services and $6,081 in advances from related parties. A deferred underwriting fee of $13,687,500 is payable upon the completion of a Business Combination.

Investor Verification Checklist

• Liquidity Runway: Verify if the $28,828 operating cash balance is sufficient to sustain operations until the June 12, 2026 deadline without additional funding.
• Extension Possibility: Confirm whether the Board has initiated or plans to initiate an extension of the Business Combination deadline, as the current deadline is less than three months away from the filing date.
• Target Identification: Assess the status of the search for a target company, given the lack of disclosed progress in the filing.
• Redemption Risk: Monitor the Trust Account balance per share ($10.81) against the market price to gauge potential redemption pressure if a deal is announced.
• Sponsor Support: Verify the Sponsor's financial capacity to fund Working Capital Loans if required to bridge the liquidity gap.