Business Context and Reporting Period
Company: Centurion Acquisition Corp. (Centurion)
Filing Type: Form 10-Q (Quarterly Report)
Period Ended: June 30, 2026
Business Overview: Centurion is a Cayman Islands exempted company formed as a "blank check" SPAC to effect a business combination. As of the reporting date, the Company had not commenced operations. The primary activity involves identifying a target for a merger. The Company extended its deadline to consummate a business combination from June 12, 2026, to June 12, 2027, following a shareholder vote.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Net Income | $3,476,157 | $5,946,448 |
| General & Administrative Costs | $458,604 | $285,412 |
| Interest/Dividend Income (Trust) | $5,122,210 | $6,231,860 |
| Non-Redemption Agreement Expense | $1,187,449 | $0 |
| Cash (Operating Account) | $1,853 | $423,168 |
| Trust Account Balance | $53,995,912 | $308,174,127 |
| Working Capital Deficit | ($358,197) | N/A |
| Deferred Underwriting Fee | $13,687,500 | $13,687,500 |
Material Changes vs. Prior Period
- Massive Share Redemption: In connection with an extension vote on June 12, 2026, shareholders redeemed 23,802,843 Class A Ordinary Shares. Approximately $259.3 million was withdrawn from the Trust Account, reducing the balance from ~$308 million to ~$54 million.
- Share Count Reduction: Following redemptions, only 4,947,157 Class A shares remained subject to possible redemption, down from 28,750,000 at year-end 2025.
- Capital Structure Change: On June 8, 2026, all 7,187,500 Class B Ordinary Shares (Founder Shares) were converted into Class A Ordinary Shares.
- Non-Redemption Agreements: The Company entered into agreements with certain shareholders (NRA Investors) to waive redemption rights on 4,674,999 shares in exchange for the Sponsor transferring 1,558,332 shares post-business combination. This resulted in a one-time expense of $1,187,449.
- Liquidity Deterioration: Operating cash dropped from $100,985 to $1,853, resulting in a working capital deficit of $358,197.
Outlook, Risks, and Management Commentary
- Extension of Deadline: The Company successfully extended the deadline to complete a business combination to June 12, 2027.
- Going Concern Warning: Management has raised substantial doubt about the Company's ability to continue as a going concern within one year due to the working capital deficit and the uncertainty of completing a business combination by the new deadline. If no combination occurs by June 12, 2027, the Company will liquidate.
- Future Financing: The Company may need to obtain additional financing to complete a business combination or cover working capital deficiencies. The Sponsor and affiliates may provide working capital loans, up to $1.5 million of which may be convertible into warrants.
- Deferred Fees: A deferred underwriting fee of $13,687,500 remains payable upon the completion of a business combination.
- Risk Factors: Risks include the inability to find a suitable target, market volatility, and the potential for mandatory liquidation if the extension deadline is missed.
Investor Verification Checklist
- Trust Account Sufficiency: Verify if the remaining ~$54 million in the Trust Account is sufficient to fund a viable business combination given the reduced share count.
- Working Capital Runway: Assess the Company's ability to fund operations with only $1,853 in cash and a working capital deficit, relying on potential loans from the Sponsor.
- Non-Redemption Agreement Terms: Review the specific conditions under which the Sponsor must transfer shares to NRA Investors and the impact on post-merger ownership dilution.
- Extension Vote Details: Confirm the exact terms of the extension and any additional capital contributions required from shareholders to extend further if necessary.
- Deferred Underwriting Liability: Note the $13.7 million liability that will reduce net proceeds to the combined entity upon a successful merger.