Centurion Acquisition Corp.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
ALF$10.85+0.3%Stored close · as of Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001213900-26-054483
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-090144
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 33 previous paragraphs and 43 current paragraphs.
24 unchanged; 7 reworded; 12 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Extraordinary General Meeting
Current report
On June 12, 2026, we held an extraordinary general meeting of shareholders (the “June 2026 Extraordinary General Meeting”) at which our shareholders approved a proposal to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate an initial Business Combination from June 12, 2026 to June 12, 2027 (the “Extended Date”), or an earlier date than the Extended Date as determined by our board of directors and included in a public announcement (the “Extension Amendment Proposal”).
Current report
In connection with the June 2026 Extraordinary General Meeting, shareholders holding an aggregate of 23,802,843 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds held in the Trust Account as of June 16, 2026, including any interest earned on the funds held in the Trust Account. As a result, approximately $259.3 million (approximately $10.89 per share) was removed from the Trust Account to pay such holders and approximately $54 million remained in the Trust Account, as of June 16, 2026.
Current report
On June 11, 2026, in connection with the June 2026 Extraordinary General Meeting, we and the Sponsor entered into agreements (collectively, the “Non-Redemption Agreements”) with one or more of our shareholders (each, an “NRA Investor”) in exchange for such NRA Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal, with respect to an aggregate of 4,674,999 Class A Ordinary Shares (such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the June 2026 Extraordinary General Meeting.
Current report
In exchange for the foregoing commitments by the NRA Investors, the Sponsor has agreed to transfer to such NRA Investors an aggregate of 1,558,332 Class A Ordinary Shares held by it promptly following the closing of our initial Business Combination, conditional on, among other matters, (i) such NRA Investors not exercising (or having validly rescinded any prior exercise of) their redemption rights with respect to the Non-Redeemed Shares in connection with the June 2026 Extraordinary General Meeting, (ii) such NRA Investors voting or consenting in favor of the Extension Amendment Proposal at the June 2026 Extraordinary General Meeting and (iii) the Extension Amendment Proposal being approved at the June 2026 Extraordinary General Meeting.
Current report
Conversion of Class B Ordinary Shares to Class A Ordinary Shares
Current report
On June 8, 2026, we issued an aggregate of 7,187,500 Class A Ordinary Shares to our initial shareholders, upon the conversion (the “Conversion”) of an equal number of Class B Ordinary Shares held by them. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions and waiver of redemption rights. The Conversion did not result in any cash proceeds to the Company and did not affect the amount held in the Trust Account.
Current report
For the three months ended June 30, 2026, we had net income of $956,047, which consists of dividends and interest earned on marketable securities held in the Trust Account and cash of $2,400,356 partially offset by general and administrative costs of $256,860 and non-redemption agreement expense of $1,187,449.
Current report
For the three months ended June 30, 2025, we had net income of $3,046,155, which consists of dividends and interest income on marketable securities and cash held in the Trust Account of $3,181,701 partially offset by general and administrative costs of $135,546.
Current report
For the six months ended June 30, 2026, we had net income of $3,476,157, which consists of dividends and interest earned on marketable securities held in the Trust Account and cash of $5,122,210 partially offset by general and administrative costs of $458,604 and non-redemption agreement expense of $1,187,449.
Current report
For the six months ended June 30, 2025, we had net income of $5,946,448, which consists of dividends and interest income on marketable securities and cash held in the Trust Account of $6,231,860 partially offset by general and administrative costs of $285,412.
Current report
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Removed paragraphs (2)
Previous report
For the three months ended March 31, 2026, we had net income of $2,520,110, which consists of dividends and interest earned on marketable securities held in the Trust Account and cash of $2,721,854 partially offset by general and administrative costs of $201,744.
Previous report
For the three months ended March 31, 2025, we had a net income of $2,900,293, which consists of dividends and interest earned on marketable securities held in Trust Account and cash of $3,050,159 partially offset by general and administrative costs of $149,866.
Reworded paragraphs (7)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of a Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of a Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities was $173,170. Net income of $2,900,293 was affected by dividends and interest earned on marketable securities held in the Trust Account and cash of $3,049,996. Changes in operating assets and liabilities used $23,467 of cash for operating activities.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $99,132. Net income of $3,476,157 was affected by dividends and interest earned on marketable securities held in the Trust Account and cash of $5,122,202 and non-redemption agreement expense of $1,187,449. Changes in operating assets and liabilities provided $359,464 of cash for operating activities.
Previous wording
For the three months ended March 31, 2026, cash used in operating activities was $72,157. Net income of $2,520,110 was affected by dividends and interest earned on marketable securities held in the Trust Account and cash of $2,721,849. Changes in operating assets and liabilities provided $129,582 of cash for operating activities.
Current wording
For the six months ended June 30, 2025, cash used in operating activities was $242,262. Net income of $5,946,448 was affected by dividends and interest earned on marketable securities and cash held in the Trust Account of $6,231,577. Changes in operating assets and liabilities provided $42,867 of cash for operating activities.
Previous wording
As of March 31, 2026, we had marketable securities held in the Trust Account of $310,895,976 consisting of U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We may withdraw dividends and interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $53,995,912 consisting of U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We may withdraw dividends and interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of March 31, 2026, we had cash of $28,828. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of June 30, 2026, we had cash of $1,853. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. A working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination within the Completion Window, raises substantial doubt about our ability to continue as a going concern. We initially have until June 12, 2026 to consummate the initial Business Combination (assuming no extensions). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2026.
Current wording
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. A working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination within the Completion Window, raises substantial doubt about our ability to continue as a going concern. We have until June 12, 2027 to consummate the initial Business Combination (assuming no further extensions). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2027.
Previous wording
We describe our significant accounting policies inNote 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this Form 10-Q. Our audited unaudited condensed financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that our unaudited condensed financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
Current wording
We describe our significant accounting policies inNote 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this Form 10-Q. Our unaudited condensed financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that our unaudited condensed financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.