Centurion Acquisition Corp. 10-Q

alf-20260630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42127 CENTURION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 667 Madison Avenue 5th Floor New York , New York 10065 (Address of principal executive offices) (212) 209-6126 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant ALFUU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share ALF The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share ALFUW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of August 14, 2026, there were an aggregate of 12,134,657 Class A ordinary shares of the registrant, par value $0.0001 per share, issued and outstanding. CENTURION ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS Page Part I. Interim Financial Information 1 Item 1. Financial Statements 1 Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 1 Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) 2 Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) 3 Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited) 4 Notes to Condensed Financial Statements (Unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk 23 Item 4. Controls and Procedures 23 Part II. Other Information 24 Item 1. Legal Proceedings 24 Item 1A. Risk Factors 24 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24 Item 3. Defaults Upon Senior Securities 24 Item 4. Mine Safety Disclosures 24 Item 5. Other Information 24 Item 6. Exhibits 25 Part III. Signatures 26 i PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements. CENTURION ACQUISITION CORP. CONDENSED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) Assets Current Assets Cash $ 1,853 $ 100,985 Prepaid expenses 97,242 59,899 Total current assets 99,095 160,884 Marketable securities held in Trust Account 53,995,912 308,174,127 TOTAL ASSETS $ 54,095,007 $ 308,335,011 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: Current Liabilities Accounts payable and accrued expenses $ 181,211 $ 49,404 Advances from related parties 251,081 6,081 Due to Sponsor 25,000 5,000 Total current liabilities 457,292 60,485 Deferred underwriting fee payable 13,687,500 13,687,500 TOTAL LIABILITIES 14,144,792 13,747,985 COMMITMENTS AND CONTINGENCIES (Note 6) Class A Ordinary Shares subject to possible redemption, 4,947,157 and 28,750,000 shares at redemption value of $ 10.91 and $ 10.72 per share as of June 30, 2026 and December 31, 2025, respectively 53,995,912 308,174,127 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and December 31, 2025 — — Class A Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 7,187,500 and 0 shares issued and outstanding (excluding 4,947,157 and 28,750,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively 719 — Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 0 and 7,187,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively — 719 Additional paid-in capital — — Accumulated deficit ( 14,046,416 ) ( 13,587,820 ) Total Shareholders’ Deficit ( 14,045,697 ) ( 13,587,101 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 54,095,007 $ 308,335,011 The accompanying notes are an integral part of the unaudited condensed financial statements. 1 CENTURION ACQUISITION CORP. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended June 30, For The Six Months Ended June 30, 2026 2025 2026 2025 General and administrative costs $ 256,860 $ 135,546 $ 458,604 $ 285,412 Loss from operations ( 256,860 ) ( 135,546 ) ( 458,604 ) ( 285,412 ) Other income (expense) Dividends and interest earned on marketable securities in Trust Account and cash 2,400,356 3,181,701 5,122,210 6,231,860 Non-Redemption Agreement expense ( 1,187,449 ) — ( 1,187,449 ) — Total other income 1,212,907 3,181,701 3,934,761 6,231,860 NET INCOME $ 956,047 $ 3,046,155 $ 3,476,157 $ 5,946,448 Weighted average redeemable Class A Ordinary Shares outstanding 23,780,176 28,750,000 26,251,359 28,750,000 Basic and diluted net income per redeemable Class A Ordinary Share $ 0.03 $ 0.08 $ 0.10 $ 0.17 Weighted average non-redeemable Class A and Class B Ordinary Shares outstanding 7,187,500 7,187,500 7,187,500 7,187,500 Basic and diluted net income per non-redeemable Class A and Class B Ordinary Share $ 0.03 $ 0.08 $ 0.10 $ 0.17 The accompanying notes are an integral part of the unaudited condensed financial statements. 2 CENTURION ACQUISITION CORP. CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – December 31, 2025 — $ — 7,187,500 $ 719 $ — $ ( 13,587,820 ) $ ( 13,587,101 ) Accretion of Class A Ordinary Shares subject to redemption — — — — — ( 2,721,849 ) ( 2,721,849 ) Net income — — — — — 2,520,110 2,520,110 Balance – March 31, 2026 (unaudited) — — 7,187,500 719 — ( 13,789,559 ) ( 13,788,840 ) Conversion of Class B Ordinary Shares to Class A Ordinary Shares 7,187,500 719 ( 7,187,500 ) ( 719 ) — — — Equity contribution from Non-Redemption Agreements — — — — 1,187,449 — 1,187,449 Accretion of Class A Ordinary Shares subject to redemption — — — — (1,187,449 ) ( 1,212,904 ) ( 2,400,353 ) Net income — — — — — 956,047 956,047 Balance – June 30, 2026 (unaudited) 7,187,500 $ 719 — $ — $ — $ ( 14,046,416 ) $ ( 14,045,697 ) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — December 31, 2024 — $ — 7,187,500 $ 719 $ — $ ( 12,961,990 ) $ ( 12,961,271 ) Accretion of Class A Ordinary Shares subject to redemption — — — — — ( 3,049,996 ) ( 3,049,996 ) Net income — — — — — 2,900,293 2,900,293 Balance – March 31, 2025 (unaudited) — — 7,187,500 719 — ( 13,111,693 ) ( 13,110,974 ) Accretion of Class A Ordinary Shares subject to redemption — — — — — ( 3,181,581 ) ( 3,181,581 ) Net income — — — — — 3,046,155 3,046,155 Balance – June 30, 2025 (unaudited) — $ — 7,187,500 $ 719 $ — $ ( 13,247,119 ) $ ( 13,246,400 ) The accompanying notes are an integral part of the unaudited condensed financial statements. 3 CENTURION ACQUISITION CORP. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2026 2025 Cash Flows from Operating Activities: Net income $ 3,476,157 $ 5,946,448 Adjustments to reconcile net income to net cash used in operating activities: Dividends and interest earned on marketable securities and cash held in Trust Account ( 5,122,202 ) ( 6,231,577 ) Non-redemption agreement expense 1,187,449 — Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 37,343 ) 29,199 Accounts payable and accrued expenses 131,807 13,668 Advances from related parties 245,000 — Due to Sponsor 20,000 — Net cash used in operating activities ( 99,132 ) ( 242,262 ) Cash Flows from Investing Activities: Cash withdrawn from Trust Account in connection with redemption 259,300,417 — Net cash provided by investing activities 259,300,417 — Cash Flows from Financing Activities: Redemption of ordinary shares ( 259,300,417 ) — Net cash used in financing activities ( 259,300,417 ) — Net Change in Cash ( 99,132 ) ( 242,262 ) Cash – Beginning of period 100,985 665,430 Cash – End of period $ 1,853 $ 423,168 Non-Cash investing and financing activities: Conversion of Class B Ordinary Shares to Class A Ordinary Shares $ 719 $ — Equity contribution from Non-Redemption Agreements $ 1,187,449 $ — The accompanying notes are an integral part of the unaudited condensed financial statements. 4 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Centurion Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 18, 2024 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic location. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from January 18, 2024 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on June 10, 2024. On June 12, 2024, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A Ordinary Shares, par value $ 0.0001 per share, included in the Units being offered, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is described in Note 3. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant of the Company (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $ 11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,000,000 private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant to Centurion Sponsor LP, a Cayman Islands exempted limited partnership, the Company’s Sponsor (the “Sponsor”), Cantor Fitzgerald & Co., and Odeon Capital Group, LLC (see Note 4). The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on June 12, 2024, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account (the “Trust Account”) and will be held as cash or invested in 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. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 36 months from the closing of the Initial Public Offering (June 12, 2027) or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit account. 5 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement or whether the Company was deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under U.S. Securities and Exchange Commission (“SEC”) rules). The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any), divided by the number of then outstanding Public Shares, subject to certain limitations. The amount in the Trust Account was initially $ 10.00 per Public Share. The Class A Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company 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, including interest (which interest shall be net of taxes payable, if any, and up to $ 100,000 of interest to pay liquidation expenses), divided by the number of then issued and 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 liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor, officers and directors have entered into a letter agreement with the Company (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, 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 the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. 6 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (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 share due to reductions in the value of the trust assets, less taxes payable, if any, 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 will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Extraordinary General Meeting On June 12, 2026, the Company held an extraordinary general meeting of shareholders (the “June 2026 Extraordinary General Meeting”) at which its shareholders approved a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company 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 the Company’s board of directors and included in a public announcement (the “Extension Amendment Proposal”). 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. Non-Redemption Agreements On June 11, 2026, in connection with the June 2026 Extraordinary General Meeting, the Company and the Sponsor entered into agreements (collectively, the “Non-Redemption Agreements”) with one or more shareholders of the Company (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 of the Class A Ordinary Shares (such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the June 2026 Extraordinary General Meeting. 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 the Company’s 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. Conversion of Class B Ordinary Shares to Class A Ordinary Shares On June 8, 2026, the Company issued an aggregate of 7,187,500 Class A Ordinary Shares to its 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. 7 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Going Concern As of June 30, 2026, the Company had $ 1,853 in its operating bank account and a working capital deficit of $ 358,197 . In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” the Company has incurred, and expects to continue to incur, significant costs in pursuit of its financing and acquisition plans. A working capital deficit and the expectation of significant future costs raises substantial doubt about the Company’s 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 the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until June 12, 2027 to consummate the initial Business Combination (assuming no further extensions). It is uncertain that the Company 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 the Company be required to liquidate after June 12, 2027. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 12, 2026 (the “Annual Report on Form 10-K”). The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods. Segment Reporting The Company complies with Accounting Standards Codification Topic 280, “Segment Reporting” (ASC 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, among other disclosure requirements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 8 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $ 1,853 and $ 100,985 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively. Marketable Securities and Cash Held in Trust Account At June 30, 2026 and December 31, 2025, assets held in the Trust Account were held in money market funds invested in U.S. treasury securities. The marketable securities are classified as trading securities and presented at fair value on the condensed balance sheets. Dividends from the money market funds and gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in dividends and interest earned on marketable securities held in Trust Account and cash in the unaudited condensed statements of operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Non-Redemption Agreements On June 11, 2026, in connection with the June 2026 Extraordinary General Meeting, the Company and the Sponsor entered into agreements (collectively, the “Non-Redemption Agreements”) with one or more shareholders of the Company (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 (as defined above), with respect to an aggregate of 4,674,999 of the Class A Ordinary Shares (such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the June 2026 Extraordinary General Meeting. Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer 1,558,332 Class A Ordinary Shares to the NRA Investors at the close of an initial Business Combination. In association with the Non-Redemption Agreements, the Company is reporting a Non-Redemption Agreement expense on the condensed statement of income of $ 1,187,449 and $ 0 for the three and six months ended June 30, 2026 and 2025, respectively and a corresponding equity contribution from the Non-Redemption Agreements on the condensed statements of changes in shareholders’ deficit. 9 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at June 30, 2026 and December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. At June 30, 2026 and December 31, 2025, the Class A Ordinary Shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table: Class A Ordinary Shares subject to possible redemption Shares Amount Balance – December 31, 2024 28,750,000 $ 295,805,962 Plus: Accretion of carrying value to redemption value — 12,368,165 Balance – December 31, 2025 28,750,000 $ 308,174,127 Plus: Accretion of carrying value to redemption value — 2,721,849 Balance – March 31, 2026 28,750,000 310,895,976 Less: Redemptions ( 23,802,843 ) ( 259,300,417 ) Plus: Accretion of carrying value to redemption value — 2,400,353 Balance – June 30, 2026 4,947,157 $ 53,995,912 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. 10 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, (i) redeemable Class A Ordinary Shares and (ii) non-redeemable Class A and Class B Ordinary Shares, par value of $ 0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of shares. Net Income per Ordinary Share is calculated by dividing the net income by the weighted average Ordinary Shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 28,750,000 Class A Ordinary Shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts): For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Non-Redeemable Non-Redeemable Redeemable Class A Class A and Class B Redeemable Class A Class A and Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 734,152 $ 221,895 $ 2,728,976 $ 747,181 Denominator: Basic and diluted weighted average shares outstanding 23,780,176 7,187,500 26,251,359 7,187,500 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.10 $ 0.10 For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025 Non-Redeemable Non-Redeemable Redeemable Class A Class A and Class B Redeemable Class A Class A and Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 2,436,924 $ 609,231 $ 4,757,158 $ 1,189,290 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.17 $ 0.17 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 11 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Monte Carlo simulation. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. Warrant Instruments The Company accounts for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at its assigned value. Recent Accounting Pronouncements 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. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment (see Note 7). Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. Warrants — Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such Unit. 12 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the last reported sale price (the “closing price”) of the Class A Ordinary Shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the initial business combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders. Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to holders of ordinary shares entitling holders to purchase Class A Ordinary Shares at a price less than the “historical fair market value” (as defined below) will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) multiplied by (ii) one minus the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 13 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 4. PRIVATE PLACEMENT On June 12, 2024, simultaneously with the Initial Public Offering closing, the Sponsor, Cantor Fitzgerald & Co. and Odeon Capital Group, LLC purchased an aggregate of 7,000,000 warrants, each exercisable to purchase one Class A Ordinary Share at $ 11.50 per share, at a price of $ 1.00 per warrant, or $ 7,000,000 . Of those 7,000,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants, Cantor Fitzgerald & Co. purchased 1,750,000 Private Placement Warrants and Odeon Capital Group, LLC purchased 750,000 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co. and Odeon Capital Group, LLC or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co., Odeon Capital Group, LLC and/or their respective designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8). The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, 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 the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 23, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B Ordinary Shares, par value $ 0.0001 per share (“Founder Shares” or “Class B Ordinary Shares”), to the Sponsor. On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in the Sponsor holding 7,187,500 Founder Shares. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. 14 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) On May 20, 2024, Centurion Sponsor LP transferred 90,000 Founder Shares to each of its three independent directors ( 30,000 Founder Shares per director) of the Company, at a price of $ 0.004 per share. Each buyer paid $ 90 for an aggregate purchase price of $ 270 in consideration of the assignment of shares and on June 9, 2025, Centurion Sponsor LP transferred 30,000 Founder Shares to a fourth independent directors of the Company, at a price of $ 0.003 per share or $ 90 in the aggregate. If the director ceases to be a director of the Company for any reason before the consummation of the Business Combination, at the Sponsor’s election, it will either repurchase the shares at the purchase price or forfeit the shares back to the Company for no consideration. The directors have agreed to the same terms as the initial shareholders whereby subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. The sale of the Founder Shares to the Company’s independent directors by the Sponsor is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 Founder Shares granted to the Company’s independent directors on May 20, 2024 was $ 36,900 or $ 0.41 per share, and the fair value of the 30,000 Founder Shares granted to an independent director of the Company on June 9, 2025 was $ 59,400 or $ 1.98 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. On June 8, 2026, the Company issued an aggregate of 7,187,500 Class A Ordinary Shares to its 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. Administrative Services Agreement Commencing on June 10, 2024, the Company entered into an agreement pursuant to which it will pay an aggregate of $ 10,000 per month for office space, utilities, and administrative support services provided to members of the management team. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of June 30, 2026 and December 31, 2025, the Company accrued $ 25,000 and $ 5,000 for these services, respectively. For the three months ended June 30, 2026 and 2025, the Company incurred $ 30,000 in fees for these services and for the six months ended June 30, 2026 and 2025, the Company incurred $ 60,000 in fees for these services. Expense for the administrative services are included in general and administrative costs on the accompanying unaudited condensed statements of operations. Due to Sponsor As of June 30, 2026 and December 31, 2025, the Company owed the Sponsor $ 25,000 and $ 5,000 , respectively, which is related to the Administrative Services Agreement. The amount due is non-interest bearing and due upon demand. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. At June 30, 2026 and December 31, 2025, there are no amounts outstanding and no further borrowings are permitted under the promissory note. 15 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) Advances from Related Parties From time to time, the Sponsor or officers and management of the Company may pay certain expenses on behalf of the Company. As of June 30, 2026 and December 31, 2025, $ 251,081 and $ 6,081 , respectively, was outstanding. The advances are non-interest bearing and payable upon demand. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. At June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. For additional information on such risks, you should carefully consider the factors discussed in Part 1, Item 1A, “Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination,” in the Annual Report on Form 10-K. Registration Rights The holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement executed on the effective date of the registration statement on Form S-1 filed with the SEC in connection with the Initial Public Offering (the “Registration Rights Agreement”). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Units to cover over-allotment. On June 12, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $ 10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $ 5,000,000 ( 2.0 % of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option) and were paid at the close of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, which is $ 13,687,500 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. 16 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 7. SHAREHOLDERS’ DEFICIT On June 8, 2026, the Company issued an aggregate of 7,187,500 Class A Ordinary Shares to its 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. Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. At June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. At June 30, 2026 and December 31, 2025, there were 7,187,500 and 0 Class A Ordinary Shares issued or outstanding, excluding 4,947,157 and 28,750,000 Class A Ordinary Shares subject to possible redemption, respectively. Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares, at par value of $ 0.0001 each. At June 30, 2026 and December 31, 2025, there were 0 and 7,187,500 Class B Ordinary Shares issued and outstanding, respectively. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. NOTE 8. FAIR VALUE MEASUREMENTS At June 30, 2026 and December 31, 2025, assets held in the Trust Account were held in money market funds invested in U.S. treasury securities. The investments held in the Trust Account are classified as trading securities and presented at fair value on the condensed balance sheets. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2026 December 31, 2025 Marketable securities 1 $ 53,995,912 $ 308,174,127 On June 11, 2026 the fair value of the Non-Redemption Agreements was $ 1,187,449 , or $ 0.76 per non-redeemable Class A Ordinary Share transferred to the NRA Investor. The fair value of non-redeemable Class A Ordinary Share was determined using a Monte Carlo simulation model. The non-redeemable Class A Ordinary Share are classified within shareholders’ deficit and will not require remeasurement. The following table presents the quantitative information regarding market assumptions used in the valuation of the non-redeemable Class A Ordinary Share: June 11, 2026 Class A Ordinary Share price $ 10.80 Exercise price of warrants $ 11.50 Simulation term (years) 6.0 Risk-free rate (continuous) 4.2 % Volatility 3.3 % Implied market adjustment 7.1 % 17 CENTURION ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026 (Unaudited) NOTE 9. SEGMENT INFORMATION ASC Topic 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The CODM has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: June 30, 2026 December 31, 2025 Marketable securities held in Trust Account $ 53,995,912 $ 308,174,127 For the Three Months Ended June 30, For The Six Months Ended June 30, 2026 2025 2026 2025 General and administrative costs $ 256,860 $ 135,546 $ 458,604 $ 285,412 Dividends and interest earned on marketable securities held in Trust Account and cash 2,400,356 3,181,701 5,122,210 6,231,860 The key metrics included in segment profit or loss reviewed by the CODM are dividends and interest earned on marketable securities held in Trust Account and cash and general and administrative costs. The CODM reviews dividends and interest earned on marketable securities held in the Trust Account and cash to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. 18 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Centurion Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Centurion Sponsor LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements 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. 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 (the “Business Combination”). 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 (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”). 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. 19 Non-Redemption Agreements 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. 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. 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 (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. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 18, 2024 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. 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. 20 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. 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. 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. Liquidity, Capital Resources and Going Concern On June 12, 2024, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, Cantor Fitzgerald & Co., and Odeon Capital Group, LLC. Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $287,500,000 was placed in the Trust Account. 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. 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. 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. 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. 21 In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. 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, in which case we may issue additional securities or incur debt in connection with such Business Combination. 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. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for office space, utilities, and administrative support services provided to members of the management team. We began incurring these fees on June 10, 2024 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. Underwriting Agreement The underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $13,687,500 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. 22 Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require us to register a sale of any of our securities held by them and any other of our securities acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement executed on the effective date of the registration statement on Form S-1 filed with the SEC in connection with the Initial Public Offering (the “Registration Rights Agreement”). The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Critical Accounting Policies We describe our significant accounting policies in Note 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. Recent Accounting Standards 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. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 23 PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information None . 24 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. No. Description of Exhibit 3.1 Amended and Restated Memorandum and Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 3.2 Amendment to the Registrant’s Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 16, 2026). 10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 12, 2026). 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. 25 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURION ACQUISITION CORP. Date: August 14, 2026 By: /s/ Mark Gerhard Name: Mark Gerhard Title: Chief Executive Officer and Director (Principal Executive Officer) Date: August 14, 2026 By: /s/ Riaan Hodgson Name: Riaan Hodgson Title: Chief Operating Officer and Director (Principal Financial and Accounting Officer) 26