Centurion Acquisition Corp.

DEF 14A 1 ea0288856-04.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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667 Madison Avenue

5 th Floor

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS OF

Dear Shareholders of Centurion Acquisition Corp.:

You are cordially invited to attend the Extraordinary General Meeting (the “Extraordinary General Meeting”) of Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Centurion,” “we,” “us” or “our”), to be held on June 9, 2026, at 11:00 a.m., Eastern Time, at the offices of Perkins Coie LLP, located at 1155 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The accompanying proxy statement is dated May 21, 2026, and is first being mailed to shareholders of the Company on or about May 22, 2026.

Please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. Instructions on how to vote your shares are on the proxy materials you received for the Extraordinary General Meeting.

The Extraordinary General Meeting is being held to consider and vote upon the following proposals:

(a) as a special resolution, to amend (the “Extension Amendment”) the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement, to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”) from June 12, 2026 (the “Current Outside Date”) to June 12, 2027 (or such earlier date as determined by the Board (as defined below) and included in a public announcement, the “Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”); and

(b) as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”).

Each of the Extension Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. The Extension Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL AND, IF PRESENTED, “FOR” THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Proposal is to provide us with sufficient time to complete an initial business combination. The Articles provide that the Company has until June 12, 2026 to complete an initial business combination. The Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 12, 2026 to complete an initial business combination. Therefore, the Board has determined that it is in the best interests of the Company’s shareholders to extend the date by which the Company has to complete an initial business combination to the Extended Date.

In connection with the Extension, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Company’s initial public offering (the “Trust Account”) that was consummated on June 12, 2024 (the “IPO”),

including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, initially issued as part of the units in the IPO (the “Class A Ordinary Shares” or “public shares”), subject to applicable law, regardless of how such public shareholders vote on the Extension Proposal or if they vote at all. If the Extension is approved by the requisite vote of shareholders, and the Extension is implemented, the remaining public shareholders will retain their right to redeem their public shares upon consummation of the Company’s initial business combination when it is submitted to a vote of the shareholders, subject to any limitations set forth in the Articles, as amended. In addition, public shareholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date. Any redemption request, once made, can be withdrawn by the public shareholder at any time until the votes are taken at the Extraordinary General Meeting, and thereafter, with the consent of the Company.

Based upon the amount held in the Trust Account as of the Record Date, which was approximately $312 million (including interest not previously released to Centurion to pay its taxes), the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.85 at the time of the Extraordinary General Meeting.

The Company’s units, public shares and public warrants are currently traded on The Nasdaq Global Market under the symbols “ALFUU”, “ALF” and “ALFUW”, respectively. The closing price of the Company’s units, public shares and public warrants on the Record Date (as defined herein) was $10.80, $10.84 and $0.19, respectively.

Pursuant to the Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m., Eastern Time, on June 5, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting), (a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the Company’s transfer agent (“Continental”), that the Company redeem your public shares for cash and (b) tender or deliver your public shares (and share certificates (if any) and other redemption forms) to Continental, physically or electronically through The Depository Trust Company.

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact Continental directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal. Any redemption request, once made, can be withdrawn by the public shareholder at any time until the votes are taken at the Extraordinary General Meeting, and thereafter, with the consent of the Company.

If the Extension is not approved and we do not consummate an initial business combination by June 12, 2026, we will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by June 12, 2026 or by the applicable deadline as determined in accordance with our Articles.

Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Ordinary Shares (as defined below) which are represented in person or by proxy and entitled to vote thereon and are voted at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the issued and outstanding Ordinary Shares which are represented in person or by proxy and entitled to vote thereon are voted at the Extraordinary General Meeting.

Centurion Sponsor LP, our Sponsor (the “Sponsor”), and each of our directors and officers (collectively, the “Insiders”) are expected to vote the Ordinary Shares owned by them in favor of each of the proposals presented at the Extraordinary General Meeting. On the Record Date (as defined below), our Insiders beneficially owned and were entitled to vote an aggregate of 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (“Founder Shares” or “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), representing approximately 20.0% of the Company’s issued and outstanding Ordinary Shares. As a result, in addition to the Insiders’ Founder Shares, we would need 16,770,834 or approximately 58.3% of the 28,750,000 public shares to be voted in favor of the Extension Proposal in order to have the Extension approved. In addition to the Insiders’ Founder Shares, we would need 10,781,250 or 37.5% of the 28,750,000 public shares to be voted in favor of the Adjournment Proposal, if presented. In the event of a liquidation, the Insiders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

The Board has fixed the close of business on May 6, 2026 as the record date for the Extraordinary General Meeting (the “Record Date”). Only shareholders of record on May 6, 2026 are entitled to notice of and to vote at the Extraordinary General Meeting or any adjournments and/or postponements thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain (i) the right to vote on our initial business combination if and when such transaction is submitted to shareholders and (ii) the right to redeem your public shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date. If an initial business combination is not consummated by the Extended Date, assuming the Extension is implemented, and the Company does not obtain an additional extension, the Company will redeem its public shares.

All Centurion shareholders are cordially invited to attend the Extraordinary General Meeting at the offices of Perkins Coie LLP. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy at any time prior to the Extraordinary General Meeting.

A shareholder’s failure to vote in person or by proxy will not be counted towards the number of Class A Ordinary Shares required to validly establish a quorum. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will not count as votes cast and therefore have no effect on any of the proposals.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting. If you have any questions or need assistance voting your Ordinary Shares, please contact Alliance Advisors, LLC, our proxy solicitor, by calling 1-866-206-7630, or by emailing ALF@allianceadvisors.com.

On behalf of our board of directors, we would like to thank you for your support of Centurion Acquisition Corp.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) TENDER OR DELIVER YOUR CLASS A ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

This proxy statement is dated May 21, 2026

and is first being mailed to our shareholders with the form of proxy on or about May 22, 2026.

IMPORTANT

Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by the Board to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS OF

TO BE HELD ONJUNE 9, 2026

Dear Shareholders of Centurion Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), will be held on June 9, 2026, at 11:00 a.m., Eastern Time, at the offices of Perkins Coie LLP, located at 1155 Avenue of the Americas, New York, New York 10036, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

1. Proposal No. 1 — The Extension Proposal — as a special resolution, to amend (the “Extension Amendment”) the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) pursuant to an amendment to the Articles in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”) from June 12, 2026 (the “Current Outside Date”) to June 12, 2027 (or such earlier date as determined by the Board (as defined below) and included in a public announcement, the “Extended Date”) (the “Extension,” and such proposal, the “Extension Proposal”); and

2. Proposal No. 2 — The Adjournment Proposal — as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”).

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

The purpose of the Extension Proposal is to provide us with sufficient time to complete an initial business combination. The Articles provide that the Company has until June 12, 2026 to complete an initial business combination. The Company’s board of directors (the “Board”) has determined that there may not be sufficient time before June 12, 2026 to complete an initial business combination. Therefore, the Board has determined that it is in the best interests of the Company’s shareholders to extend the date by which the Company has to complete an initial business combination to the Extended Date.

Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Ordinary Shares which are represented in person or by proxy and entitled to vote thereon and are voted at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the issued and outstanding Ordinary Shares which are represented in person or by proxy and entitled to vote thereon and are voted at the Extraordinary General Meeting.

In connection with the Extension Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with the initial public offering (the “IPO”), including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then-issued and outstanding Class A Ordinary Shares, par value $0.0001 per share, initially issued as part of the units in the IPO (the “public shares”), subject to applicable law, regardless of how such public shareholders vote on the Extension Proposal, or if they vote at all. If the Extension is approved by the requisite vote of shareholders, and the Extension is implemented, the remaining public shareholders will retain their right to redeem their public shares upon consummation of the Company’s initial business combination when it is submitted to a vote of the shareholders, subject to any limitations set forth in the Articles, as amended. In addition, public shareholders will be entitled to have their shares redeemed for

cash if the Company has not completed an initial business combination by the Extended Date. Any redemption request, once made, can be withdrawn by the public shareholder at any time until the votes are taken at the Extraordinary General Meeting, and thereafter, with the consent of the Company.

Pursuant to the Articles, a public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash if the Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m., Eastern Time, June 5, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting), (a) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, the Company’s transfer agent (“Continental”), that the Company redeem your public shares for cash and (b) tender or deliver your public shares (and share certificates (if any) and other redemption forms) to Continental, physically or electronically through The Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact Continental directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal. Any redemption request, once made, can be withdrawn by the public shareholder at any time until the votes are taken at the Extraordinary General Meeting, and thereafter, with the consent of the Company.

If the Extension is not approved and we do not consummate an initial business combination by June 12, 2026, we will as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Company’s sponsor is Centurion Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The Insiders have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) that were previously classified as Class B Ordinary Shares or shares underlying the Private Placement Warrants (as defined below) held by it or them, as applicable, if the Company fails to complete an initial business combination by June 12, 2026, or by the applicable deadline as determined in accordance with our Articles, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by June 12, 2026 or by the applicable deadline as determined in accordance with our Articles.

The Insiders are expected to vote the Ordinary Shares owned by them in favor of each of the proposals presented at the Extraordinary General Meeting. On the Record Date (as defined below), our Insiders beneficially owned and were entitled to vote an aggregate of 7,187,500 Founder Shares, representing approximately 20.0% of the Company’s issued and outstanding Ordinary Shares. As a result, in addition to the Insiders’ Founder Shares, we would need 16,770,834 or approximately 58.3% of the 28,750,000 public shares to be voted in favor of the Extension Proposal in order to have the Extension approved. In addition to the Insiders’ Founder Shares, we would need 10,781,250 or 37.5% of the 28,750,000 public shares to be voted in favor of the Adjournment Proposal, if presented. In the event of a liquidation, the Insiders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor does it apply to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Based upon the amount held in the Trust Account as of the Record Date, which was approximately $312 million (including interest not previously released to Centurion to pay its taxes), the Company estimates that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.85 at the time of the Extraordinary General Meeting.

If the Extension is approved, and the Extension is implemented, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The funds remaining in the Trust Account after the removal of such Withdrawal Amount shall be available for use by the Company to complete an initial business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on an initial business combination through the Extended Date if the Extension is approved, and the Extension is implemented.

The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the approximately $312 million that was in the Trust Account as of the Record Date. In such an event, the Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Only shareholders of record of the Company as of the close of business on May 6, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournments and/or postponements thereof. Each Ordinary Share entitles the holder thereof to one vote. On the Record Date, there were 35,937,500 Ordinary Shares issued and outstanding. The Company’s warrants do not have voting rights in connection with the proposals.

Your vote is important. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card. It is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact Alliance Advisors, LLC, our proxy solicitor, by calling 1-866-206-7630, or by emailing ALF@allianceadvisors.com.

By Order of the Board,

/s/ Mark Gerhard

Mark GerhardChief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ONJUNE 9, 2026

This Notice of Extraordinary General Meeting and Proxy Statement are available at

www.cstproxy.com/centurionacquisition/2026.