Business Context and Reporting Period
Company: Centurion Acquisition Corp. (Centurion)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Centurion is a Cayman Islands exempted company and a "blank check" special purpose acquisition company (SPAC) formed to effect a merger, amalgamation, share exchange, asset acquisition, or similar business combination with one or more businesses. The Company has no operating history and has not generated any operating revenues to date. Its primary activity is identifying and consummating an initial Business Combination.
Capital Structure: As of March 12, 2026, there were 35,937,500 ordinary shares issued and outstanding, consisting of 28,750,000 Class A Ordinary Shares (Public Shares) and 7,187,500 Class B Ordinary Shares (Founder Shares). The Company also has 21,375,000 warrants outstanding (14,375,000 Public Warrants and 7,000,000 Private Placement Warrants).
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Inception to Dec 31, 2024 |
|---|---|---|
| Net Income | $11,742,335 | $7,838,845 |
| Operating Costs | $626,249 | $467,492 |
| Interest/Dividend Income (Trust Account) | $12,368,584 | $8,306,337 |
| Cash (Outside Trust) | $100,985 | $665,430 |
| Trust Account Balance | $308,174,127 | $295,805,962 |
| Deferred Underwriting Fee | $13,687,500 | $13,687,500 |
| Redemption Value per Public Share | $10.72 | $10.29 |
Liquidity: The Company holds $100,985 in cash outside the Trust Account to fund working capital requirements. The Trust Account holds $308,174,127 in U.S. government treasury obligations or money market funds.
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased by approximately $12.37 million from $295.8 million in 2024 to $308.2 million in 2025, driven by interest and dividend income earned on marketable securities.
- Operating Cash Flow: Cash used in operating activities was $564,445 for the year ended December 31, 2025, compared to $165,249 for the period from inception through December 31, 2024. This increase reflects higher operating costs and changes in working capital.
- Net Income: Net income increased significantly due to higher interest income earned in the Trust Account, partially offset by increased formation and operating costs.
- Shareholder Deficit: Total Shareholders' Deficit increased (became more negative) from $(12,961,271) to $(13,587,101) due to the accretion of the carrying value of redeemable shares to their redemption value.
Guidance, Outlook, Risks, and Contingencies
Completion Window: The Company has until June 12, 2026 (24 months from the IPO closing on June 12, 2024) to consummate an initial Business Combination. If no combination is completed by this date, the Company will liquidate and redeem Public Shares.
Going Concern: The Company has raised substantial doubt about its ability to continue as a going concern due to the mandatory liquidation date and the expectation of significant future costs. No adjustments have been made to the financial statements should liquidation occur.
Key Risks:
- Failure to Complete Business Combination: If the Company fails to complete a Business Combination by June 12, 2026, Public Shareholders will receive a pro-rata share of the Trust Account (approx. $10.72 per share as of Dec 31, 2025), and warrants will expire worthless.
- Redemption Risk: Significant redemptions could reduce the cash available for the Business Combination, potentially forcing the Company to seek additional financing or abandon a target.
- Third-Party Claims: While the Sponsor has agreed to indemnify the Trust Account against certain claims, there is no guarantee the Sponsor has sufficient assets to satisfy such obligations, which could reduce the redemption amount below $10.00 per share.
- Regulatory Environment: New SEC rules regarding SPACs may increase costs and time required to complete a transaction.
Management Commentary: Management intends to use funds outside the Trust Account to identify and evaluate targets. They may seek additional financing through loans from the Sponsor or affiliates, which may be convertible into warrants.
Important Facts for Investors to Verify
- Liquidation Deadline: Verify the exact date of the mandatory liquidation (June 12, 2026) and whether any extensions have been proposed or approved.
- Trust Account Composition: Confirm the current balance and composition of the Trust Account to ensure it meets the minimum redemption value expectations.
- Working Capital Sufficiency: Assess whether the $100,985 cash balance outside the Trust is sufficient to fund operations until the liquidation deadline or a Business Combination.
- Sponsor Indemnity: Review the financial strength of the Sponsor (Centurion Sponsor LP) to evaluate the likelihood of satisfying indemnification obligations if third-party claims arise against the Trust Account.
- Deferred Underwriting Fees: Note the $13,687,500 deferred underwriting fee payable upon completion of a Business Combination, which reduces the net cash available to the combined entity.