ALF

Business Context and Reporting Period

Company: Centurion Acquisition Corp. (Centurion)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2024 (Inception: January 18, 2024)

Business Overview: Centurion is a Cayman Islands exempted company incorporated as a "blank check" company (Special Purpose Acquisition Company or SPAC). It has no operating history and no revenues. Its sole purpose is to effect a merger, share exchange, asset acquisition, or similar business combination with one or more target businesses. The company targets the digital technology sector, focusing on cybersecurity, artificial intelligence (AI), and deep learning.

Capital Structure: As of March 24, 2025, there were 35,937,500 ordinary shares outstanding, consisting of 28,750,000 Class A Ordinary Shares (Public Shares) and 7,187,500 Class B Ordinary Shares (Founder Shares).

Key Financial Metrics

Note: The Net Income is primarily driven by interest earned on marketable securities held in the Trust Account, offset by formation and operating costs.

Material Changes and IPO Details

The company consummated its Initial Public Offering (IPO) on June 12, 2024. Key details include:

• Units Sold: 28,750,000 Units (including full exercise of the 3,750,000 over-allotment option).
• Offering Price: $10.00 per Unit.
• Gross Proceeds: $287,500,000.
• Trust Account Deposit: $287,500,000 ($10.00 per Unit) was deposited into the Trust Account immediately following the IPO.
• Private Placement: Simultaneously, 7,000,000 Private Placement Warrants were sold to the Sponsor and underwriters for $7,000,000 ($1.00 per warrant).
• Transaction Costs: Total transaction costs were $19,500,452, comprising $5,000,000 in cash underwriting fees, $13,687,500 in deferred underwriting fees, and $831,654 in other costs.

As of December 31, 2024, the Trust Account balance grew to $295,805,962 due to interest income and unrealized gains on U.S. Treasury securities.

Guidance, Outlook, and Risks

Completion Window: The company has 24 months from the closing of the IPO (until June 12, 2026) to complete an initial Business Combination. If unsuccessful, the company will liquidate and redeem Public Shares.

Management Commentary: Management intends to use the funds in the Trust Account to complete a Business Combination. They have approximately $665,430 in cash outside the Trust Account to fund working capital requirements and search for a target. They do not currently anticipate needing to raise additional funds but may seek loans from the Sponsor or affiliates if necessary.

Key Risks:

• Liquidity Risk: If the company cannot complete a Business Combination within the 24-month window, Public Shareholders will receive a pro-rata share of the Trust Account (approximately $10.29 per share as of Dec 31, 2024), and warrants will expire worthless.
• Redemption Risk: Significant redemptions by Public Shareholders could reduce the cash available for the transaction, potentially forcing the company to seek additional financing or abandon a deal.
• Regulatory Risk: The company is subject to new SEC rules regarding SPACs, which may increase costs and time required to complete a transaction.
• Geopolitical Risk: Global conflicts (e.g., Russia-Ukraine, Middle East) and market volatility could adversely affect the ability to identify or complete a Business Combination.
• Investment Company Act: There is a risk the company could be deemed an investment company under the Investment Company Act of 1940, which would impose burdensome compliance requirements.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance in the Trust Account and the per-share redemption value, which fluctuates with interest rates and market conditions.
• Completion Deadline: Confirm the exact date by which the Business Combination must be completed (June 12, 2026) and any potential extension mechanisms.
• Deferred Underwriting Fees: Note the $13,687,500 deferred fee payable only upon successful completion of a Business Combination, which reduces net cash available to the combined entity.
• Related Party Transactions: Review the Administrative Services Agreement ($10,000/month) and the potential for Working Capital Loans from the Sponsor (up to $1.5 million convertible to warrants).
• Founder Share Dilution: Understand that Founder Shares (Class B) convert to Class A on a one-to-one basis but were purchased at a nominal price ($0.004/share), creating significant potential dilution for Public Shareholders if the post-combination valuation is low.
• Warrant Terms: Verify the exercise price ($11.50) and redemption triggers (if stock price exceeds $18.00 for 20 days within a 30-day period).