Business Context and Reporting Period
Company: Centurion Acquisition Corp. (Centurion)
Reporting Period: Quarter ended June 30, 2024 (Inception: January 18, 2024)
Business Type: Cayman Islands exempted company (Blank Check/SPAC) formed to effect a business combination.
Status: The Company consummated its Initial Public Offering (IPO) on June 12, 2024. As of June 30, 2024, it has not commenced operations and is in the process of identifying a target for a business combination. It is classified as an emerging growth company and a shell company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Total Assets | $289,264,494 |
| Cash and Cash Equivalents (Operating) | $815,599 |
| Trust Account Balance | $288,192,497 |
| Net Income (3 Months Ended June 30, 2024) | $612,185 |
| Net Income (Inception to June 30, 2024) | $564,698 |
| Operating Costs (3 Months) | $80,312 |
| Total Liabilities | $13,693,950 |
| Deferred Underwriting Fee | $13,687,500 |
| Shareholders' Deficit | $(12,621,953) |
| Class A Shares Subject to Redemption | 28,750,000 shares ($10.02/share) |
| Class B Founder Shares Outstanding | 7,187,500 shares |
Material Changes and IPO Activity
The reporting period covers the Company's inception and its IPO. There are no prior comparable periods for operating results as the Company was formed on January 18, 2024.
- IPO Execution: On June 12, 2024, the Company sold 28,750,000 Units (including full exercise of the 3,750,000 over-allotment option) at $10.00 per Unit, generating gross proceeds of $287,500,000.
- Private Placement: Simultaneously, the Company sold 7,000,000 Private Placement Warrants to the Sponsor and underwriters for $7,000,000.
- Trust Account Funding: $287,500,000 was deposited into the Trust Account. As of June 30, 2024, the balance grew to $288,192,497 due to interest income of $703,839, offset by an unrealized loss of $11,342.
- 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 offering costs.
Outlook, Risks, and Management Commentary
Business Combination Timeline: The Company has until June 12, 2026 (24 months from IPO) to complete a business combination. If unsuccessful, it will liquidate and redeem public shares.
Liquidity: The Company has $815,599 in operating cash and working capital of $953,304. Management believes this is sufficient to sustain operations for at least one year. The Company may seek working capital loans from the Sponsor or affiliates, up to $1,500,000 of which may be convertible into warrants.
Key Risks:
- Going Concern: The Company's ability to continue as a going concern is dependent on completing a business combination.
- Market Conditions: Global conflicts (Russia/Ukraine, Israel/Hamas) and economic sanctions create uncertainty, though specific impacts are not determinable.
- Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing available cash for the transaction.
- Warrant Exercise: Warrants are not exercisable until 30 days after a business combination and expire five years thereafter. They may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Composition: Verify that the $288.2M in the Trust Account is held in U.S. Treasury securities or money market funds as disclosed.
- Deferred Underwriting Fee: Confirm the $13.7M deferred fee liability and its payment terms upon business combination completion.
- Founder Share Lock-up: Verify the 7,187,500 Class B shares held by the Sponsor and directors are subject to the one-year lock-up post-combination.
- Related Party Transactions: Review the $10,000/month administrative services agreement with the Sponsor and the status of the promissory note (currently repaid).
- Redemption Value: Monitor the per-share redemption value, which was $10.02 as of June 30, 2024, and may fluctuate with interest rates.