Business Context and Reporting Period
Company: Centurion Acquisition Corp. (Centurion)
Reporting Period: Quarter ended September 30, 2025 (Q3 2025)
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company or "SPAC") incorporated on January 18, 2024. The Company is a "blank check" company formed to effect a merger, share exchange, or asset acquisition with one or more target businesses.
Status: As of September 30, 2025, the Company has not commenced any operations. All activity relates to formation, the Initial Public Offering (IPO) consummated on June 12, 2024, and identifying a target for a Business Combination. The Company has until June 12, 2026, to complete a Business Combination or face mandatory liquidation.
Key Financial Metrics
| Metric | Q3 2025 (Three Months) | YTD 2025 (Nine Months) | Balance Sheet (Sep 30, 2025) |
|---|---|---|---|
| Net Income | $2,957,074 | $8,903,522 | N/A |
| Operating Costs | $208,203 | $493,615 | N/A |
| Trust Account Income | $3,165,277 | $9,397,137 | N/A |
| Cash (Operating) | N/A | N/A | $226,905 |
| Trust Account Balance | N/A | N/A | $305,202,718 |
| Total Assets | N/A | N/A | $305,541,332 |
| Total Liabilities | N/A | N/A | $13,793,119 |
| Deferred Underwriting Fee | N/A | N/A | $13,687,500 |
| Working Capital | N/A | N/A | $232,995 |
| EPS (Class A & B) | $0.08 | $0.25 | N/A |
Material Changes vs. Prior Period
- Net Income Decline: Net income for the three months ended September 30, 2025, was $2,957,074, a decrease from $4,049,229 in the same period in 2024. This decline is primarily due to lower interest and dividend income earned on the Trust Account ($3.17M vs. $4.23M).
- Operating Costs Increase: Operating and formation costs increased to $208,203 for Q3 2025 from $185,305 in Q3 2024.
- Trust Account Growth: The Trust Account balance increased to $305,202,718 as of September 30, 2025, from $295,805,962 at December 31, 2024, driven by accrued interest and dividends.
- Cash Position: Operating cash decreased from $665,430 at year-end 2024 to $226,905 as of September 30, 2025, reflecting the burn rate of operating expenses.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by June 12, 2026, raises substantial doubt about the Company's ability to continue as a going concern.
- Liquidity: The Company has $226,905 in operating cash and working capital of $232,995. The Company intends to use funds outside the Trust Account for due diligence and transaction costs. The Sponsor or affiliates may provide working capital loans (up to $1.5M convertible to warrants) if necessary.
- Business Combination Deadline: The Company must complete a Business Combination within 24 months of the IPO (June 12, 2026) or liquidate. There is no assurance a target will be found.
- Redemption Rights: Public shareholders have the right to redeem their shares for a pro-rata portion of the Trust Account upon the completion of a Business Combination or liquidation.
- 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 Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which is the primary source of value for public shareholders.
- Operating Burn Rate: Confirm the monthly operating costs (approx. $60k-$70k based on YTD data) against the remaining operating cash ($226,905) to assess runway without additional funding.
- Deferred Underwriting Fee: Note the $13,687,500 liability payable only upon a successful Business Combination; this reduces net proceeds available to the combined entity.
- Going Concern Status: Review the "Liquidity and Capital Resources" section for updates on the ability to meet the June 12, 2026, deadline.
- Related Party Transactions: Monitor the Administrative Services Agreement ($10,000/month) and any potential Working Capital Loans from the Sponsor.