FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
Centurion Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarter ended June 30, 2026. The Company reported a net loss of $1.4 million for the three months ended June 30, 2026, compared to a net loss of $1.1 million for the same period in 2025. As of June 30, 2026, the Company had cash and cash equivalents of $14.4 million, compared to $15.4 million as of December 31, 2025. The Company’s total assets were $16.4 million as of June 30, 2026, and its total liabilities were $0.4 million. The Company’s management’s discussion and analysis of financial condition and results of operations notes that the Company has not yet completed its initial business combination and is seeking to identify and acquire a target business.
Overview
We are a blank check company incorporated in the Cayman Islands on January 18, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Extraordinary General Meeting
On June 12, 2026, we held an extraordinary general meeting of shareholders 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.
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, resulting in approximately $259.3 million being removed from the Trust Account.
Non-Redemption Agreements
On June 11, 2026, we and the Sponsor entered into agreements with one or more of our shareholders (the “NRA Investors”) in exchange for such NRA Investors agreeing not to redeem, and to vote in favor of the Extension Amendment Proposal, with respect to an aggregate of 4,674,999 Class A Ordinary Shares.
In exchange, the Sponsor has agreed to transfer an aggregate of 1,558,332 Class A Ordinary Shares held by it to the NRA Investors following the closing of our initial Business Combination.
Conversion of Class B Ordinary Shares to Class A Ordinary Shares
On June 8, 2026, we issued an aggregate of 7,187,500 Class A Ordinary Shares to our initial shareholders, upon the conversion of an equal number of Class B Ordinary Shares held by them.
Results of Operations
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.
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.
Liquidity, Capital Resources and Going Concern
As of June 30, 2026, we had marketable securities held in the Trust Account of $53,995,912 and 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, and structure, negotiate and complete a Business Combination.
We may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination. 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.
| Metric | Q2 2026 | Q2 2025 |
|---|---|---|
| Net Income | $956,047 | $3,046,155 |
| Dividends and Interest Income | $2,400,356 | $3,181,701 |
| General and Administrative Costs | $256,860 | $135,546 |
| Non-Redemption Agreement Expense | $1,187,449 | - |
Outlook
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. Our ability to continue as a going concern is dependent on our successful completion of a Business Combination within the Completion Window.