Centurion Acquisition Corp. 10-K

Item 9A. 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. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. 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. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 58 PART III Item 10. Directors, Executive Officers and Corporate Governance Officers and Directors Our executive officers and directors are as follows: NAME AGE POSITION Mark Gerhard 48 Chief Executive Officer and Director Riaan Hodgson 55 Chief Operating Officer and Director David Gomberg 51 President and Director Mickie Rosen 57 Director Michael Jesselson 73 Director Robert Foresman 56 Director Mark Gerhard , 48, has been our Chief Executive Officer and a Director since January 2024. Mr. Gerhard served as the Chief Executive Officer and a Director of Ascendant Digital Acquisition Corp. III (“Ascendant III”) from January 2021 until its dissolution in February 2023. Mr. Gerhard served as the Chief Executive Officer and a director of Ascendant Digital Acquisition Corp. (“Ascendant I”) from March 2020 until its business combination with MarketWise in July 2021. He currently serves as the Chairman of Pulsiv Ltd, a deep technology company disrupting power electronics, a director of Build a Rocket Boy, an innovative video game and technology developer and publisher, and Chief Executive Officer and Chief Technical Officer of JustWontDie Ltd, a video game developer and publisher, where he has also served as a director since January 2020. Mr. Gerhard has been a director of Cambridge Venture Partners since October 2004, where he acts as an investor and advisor, focusing on technology and video games. He has also served as the Vice Chairman of TIGA, the United Kingdom’s trade body for video game developers and publishers, since 2013. Previously, Mr. Gerhard was a director and member of the Audit, Nominating and Corporate Governance and Compensation Committees for MarketWise from July 2021 to November 2023. He also served as Chairman of the board of directors and Chair of the Nominating and Corporate Governance Committee from May 2023 to November 2023. Mr. Gerhard was also the Chief Executive Officer and Chief Technical Officer of Beauty Labs International Ltd, a technology company that provides AI applications for beauty brands from December 2019 until August 2021. Previously, Mr. Gerhard was the Chief Executive Officer and Chief Technical Officer of Disruptional Ltd (f/k/a PlayFusion Ltd) until its voluntary liquidation in 2022, following the sale of its subsidiary. From February 2008 to January 2015, Mr. Gerhard was the Chief Executive Officer and Chief Technical Officer of Jagex Game Studios, the makers of RuneScape. Riaan Hodgson , 55, has been our Chief Operating Officer and a Director since January 2024. Mr. Hodgson served as the Chief Operating Officer and a Director of Ascendant III from January 2021 until its dissolution in February 2023. Mr. Hodgson served as the Chief Operating Officer and a director of Ascendant I from March 2020 until its business combination with MarketWise in July 2021. Mr. Hodgson currently serves as the Chief Operating Officer and Chief Financial Officer of JustWontDie Ltd, a games developer and publisher, and has been a director since January 2020. He has also been a director of Cambridge Venture Partners since January 2015, where he acts as an investor and advisor, focusing on technology and games. Previously, Mr. Hodgson was a Director and Chair of the Audit Committee of Marketwise from July 2021 to November 2023. Prior to that, he was a director of Ascendant Acquisition Corp from March 2020 to July 2021. Mr. Hodgson was also the Chief Operating Officer and Chief Financial Officer of BeautyLabs International Ltd, a technology company that provides AI applications for beauty brands, from December 2019 until August 2021. Previously, Mr. Hodgson was the Chief Operating Officer and Chief Financial Officer of Disruptional Ltd (f/k/a PlayFusion Ltd) until its voluntary liquidation in 2022, following the sale of its subsidiary. From April 2008 to January 2015, Mr. Hodgson was the Chief Operating Officer and Chief Financial Officer of Jagex Game Studios, the maker of RuneScape. Mr. Hodgson is a chartered accountant, who trained with Ernst & Young and has finance and commerce degrees from North-West University. David Gomberg , 51, has been our President and a Director since January 2024. Mr. Gomberg served as President and a Director of Ascendant III from January 2021 until its dissolution in February 2023. Mr. Gomberg served as the President and a director of Ascendant I from March 2020 until its business combination with MarketWise in July 2021. Mr. Gomberg served as Co-Founder of Beauty Labs International Ltd and Disruptional Ltd (f/k/a PlayFusion Ltd) from 2019 to 2021, and 2015 to 2022, respectively. Disruptional Ltd was voluntarily liquidated in 2022 following the sale of its subsidiary. Additionally, in 2019, Mr. Gomberg co-founded JustWontDie Ltd, a games developer and publisher. He has also been the Co-Founder and Chief Executive Officer of Lazoo Worldwide Inc., a developer of transmedia properties and mobile applications, since January 2010. Mr. Gomberg was previously the Chief Web Officer of Bunk1.com, a provider of web services for summer camps, and the Vice President of Nextoy, where he conceived, marketed and licensed products to global toy companies. Mr. Gomberg has over 20 years in the digital entertainment industry. Mr. Gomberg received a B.A. degree from Duke University in 1995. 59 Mickie Rosen , 57, has served on our board of directors since June 10, 2024. Ms. Rosen has been a principal at Mickie Rosen Consulting since October 2013, where she advises and serves on the board of directors of early, growth, and public companies. She has served as a member of the board of directors of the Bank of Queensland (ASX: BOQ) since March 2021 where she serves as the chair of the transformation and technology committee and as a member of the audit, risk, people, culture and remuneration, and nominating and corporate governance committees and is also a member of the board of directors of Nine Entertainment Co. (ASX: NEC) since March 2017. Ms. Rosen has served on the audit committee of Nine Entertainment since June 2024. Ms. Rosen has also served on the board of directors of Domain Holdings Australia Limited (ASX: DHG) since September 2024. Ms Rosen served on the board of directors of FaZe Clan (Nasdaq: FAZE) from July 2022 to March 2024 where she served as a member of the audit and nominating and corporate governance committees. Ms Rosen served on the board of directors of Ascendant III from November 2021 to February 2023 and on the board of directors of Ascendant I from July 2020 until its business combination with MarketWise in July 2021. Ms. Rosen also served as a director of Pandora Media (Nasdaq: P), from October 2015 to February 2019, where she served as the chair of the nominating and corporate governance committee and as a member of the compensation committee. In addition, Ms. Rosen was the president of the Tribune Publishing Company (Nasdaq: TPCO) from October 2017 to January 2019 and was a senior advisor at the Boston Consulting Group from January 2016 to October 2017. Ms. Rosen was a co-founder and partner of a strategic advisory firm, Whisper Advisors. She was also the senior vice president of Global Media & Commerce for Yahoo, where she led Yahoo’s media division worldwide. Prior to Yahoo, she was a partner with Fuse Capital, a consumer Internet-focused venture capital firm, investing in early-stage video, publishing, advertising technology and e-commerce companies. Prior, Ms. Rosen was the senior vice president and general manager of entertainment for Fox Interactive Media, where she ran digital businesses such as Rotten Tomatoes, Fox.com and MySpace Entertainment, and played a lead role in envisioning, negotiating and launching Hulu. Earlier in her career, she was an executive with Fandango, where she helped build the movie ticketing company from an early-stage start-up to the leader in its space (acquired by Comcast), and The Walt Disney Company (Nasdaq: DIS) in the Corporate Alliances group. Ms. Rosen built the foundation of her career with McKinsey & Company and holds an MBA from Harvard Business School. Michael Jesselson , 73, has served on our board of directors since June 10, 2024. Mr. Jesselson has been president and chief executive officer of Jesselson Capital Corporation since 1994 and was an early investor in internet startups such as ICQ Mirabilis, which was sold to AOL. He previously served on the board of directors of Ascendant III from November 2021 until its liquidation in January 2023. Mr. Jesselson served as a director of Ascendant I from July 2020 until its business combination with MarketWise in July 2021. Mr. Jesselson served as a lead independent director of American Eagle Outfitters, Inc. (Nasdaq: AEO) from November 1997 to May 2017. He has been on the board of directors of XPO Logics (Nasdaq: XPO) since 2016. Prior to that, he worked at Philipp Brothers, a division of Engelhard Industries, from 1972 to 1981, then at Salomon Brothers Inc. in the mortgage-backed security trading department. He has been the director of C-III Capital Partners LLC, Clarity Capital and Cricket/EPals since 2012, 2014 and 2016, respectively, as well as numerous philanthropic organizations. Robert Foresman, 56 , has served on our board of directors since June 10, 2024. He previously served as a director of Twelve Seas Acquisition Corporation II from February 2021 until June 2024 and as a director of Ascendant III from November 2021 until liquidation in January 2023. Mr. Foresman served as a director of Ascendant I from July 2020 until its business combination with MarketWise in July 2021. Mr. Foresman served as vice chairman of UBS Investment Bank (Nasdaq: UBS), based in New York, from October 2016 to April 2020. Mr. Foresman was also chairman of OOO UBS Bank in Russia as well as UBS Group country head for Russia and the Commonwealth of Independent States region (“CIS”) from January 2018 to April 2020. Prior to joining UBS, Mr. Foresman was the Barclays Group (OTC: BCLYF) country head for Russia and the wider region from December 2009 to April 2016, where he represented and coordinated the activities of Barclays Group in the region, including investment banking and wealth management. Prior to his work at Barclays, Mr. Foresman was deputy chairman of Renaissance Capital (from August 2006 to November 2009, chairman of the management committee for Russia and the CIS at Dresdner Kleinwort Wasserstein (from January 2001 to June 2006) and head of investment banking for Russia and the CIS at ING Barings (from August 1997 to December 2000). Mr. Foresman also ran the Ukrainian Privatization Advisory office of the International Finance Corporation (“IFC”) from June 1993 to November 1995 in Kyiv and worked on private equity and project finance transactions as an investment officer at IFC's head office in Washington, DC, from December 1995 to July 1997. Mr. Foresman served as an independent non-executive director of TMK Group (MCX: TRMK), a producer of steel pipes for the oil & gas industry, from June 2012 to June 2019. Mr. Foresman has served as senior advisor to SDR Ventures (which holds his FINRA licenses) since June 2022. Mr. Foresman was a member of the advisory board of Harvard University's David Center for Russian and Eurasian Studies from January 2016 until December 2023 and is a lifetime member of the Council on Foreign Relations since March 2015. Mr. Foresman graduated from Harvard University's Graduate School of Arts & Sciences in 1993 and Bucknell University in 1990. 60 Number and Terms of Office of Officers and Directors Our board of directors consists of six members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mickie Rosen and Robert Foresman, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Michael Jesselson, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mark Gerhard, Riaan Hodgson and David Gomberg, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that each of Mickie Rosen, Michael Jesselson and Robert Foresman is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. In accordance with Nasdaq’s phase-in rules, we intend to have a majority of our board members be independent within one year of the closing of our Initial Public Offering. We expect such additional director to enter into a letter agreement substantially similar to the letter agreement signed by our directors. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Each of our audit committee and our compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website. Audit Committee The members of our audit committee are Mickie Rosen, Robert Foresman and Michael Jesselson. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mickie Rosen, Robert Foresman and Michael Jesselson meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Michael Jesselson serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Michael Jesselson qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; 61 ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee The members of our compensation committee are Mickie Rosen, Robert Foresman and Michael Jesselson. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Mickie Rosen, Bob Foresman and Michael Jesselson are independent. Robert Foresman chairs the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. 62 Notwithstanding the foregoing, other than the payment of $10,000 per month to our Sponsor for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial Business Combination. Accordingly, it is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination. The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that our independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Mickie Rosen, Robert Foresman and Michael Jesselson. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Code of Business Conduct and Ethics, Insider Trading Policy and Committee Charters We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Form 10-K. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors can be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. We have also adopted a policy regarding insider training and dissemination of inside information (the “Insider Trading Policy”) governing the purchase, sale, and other disposition of our securities by our directors, officers, and employees as well as by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K. 63 Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation. None of our executive officers or directors has received any cash compensation for services rendered. We will pay our Sponsor $10,000 for office space, secretarial and administrative services provided to members of our management team until the consummation of our initial Business Combination. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliate of theirs, for services rendered prior to, or for any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). However, these individuals will be entitled to certain payments including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination. After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 64 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 24, 2025, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our officers and directors; and ● all our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect beneficial ownership of the Public Warrants or Private Placement Warrants as these warrants are not exercisable within 60 days of the date of this Form 10-K. We have based our calculation of the percentage of beneficial ownership on 28,750,000 Class A Ordinary Shares and 7,187,500 Class B ordinary shares issued and outstanding as of March 24, 2025. Class A Class B Ordinary Shares Ordinary Shares Approximate Number of Number of Percentage of Shares Approximate Shares Approximate Outstanding Beneficially Percentage Beneficially Percentage Ordinary Name and Address of Beneficial Owner(1) Owned of Class Owned(2) of Class Shares Directors, Executive Officers and Founders Mark Gerhard - - - - - Riaan Hodgson - - - - - David Gomberg(3) - - 7,097,500 98.7 % 19.8 % Mickie Rosen - - 30,000 * * Michael Jesselson - - 30,000 * * Robert Foresman - - 30,000 * * All executive officers, directors and director as a group (6 individuals) - - 7,187,500 100.0 % 20.0 % Five Percent Holders Centurion Sponsor LP(3) - - 7,097,500 98.7 % 19.8 % Picton Mahoney Asset Management(4) 1,875,000 6.5 % - - 5.2 % Magnetar Financial LLC(5) 1,856,250 6.5 % - - 5.2 % Karpus Investment Management(6) 1,601,985 5.6 % - - 4.5 % AQR Capital Management, LLC(7) 2,078,078 7.2 % - - 5.8 % Wealthspring Capital LLC(8) 1,869,578 6.5 % - - 5.2 % Polar Asset Management Partners Inc.(9) 1,975,000 6.9 % - - 5.5 % LMR Partners LLP(10) 1,875,000 6.5 % - - 5.2 % First Trust Merger Arbitrage Fund(11) 2,620,986 9.1 % - - 7.3 % Barclays PLC(12) 1,835,450 6.4 % - - 5.1 % MMCAP International Inc. SPC(13) 2,475,000 8.6 % - - 6.9 % HGC Investment Management Inc.(14) 2,425,000 8.4 % - - 6.7 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Centurion Acquisition Corp., 667 Madison Avenue, 5th Floor, New York, New York 10065. (2) Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment. (3) Centurion Sponsor LP is the record holder of the shares reported herein. Centurion Sponsor GP LLC is the general partner of Centurion Sponsor LP and has voting and investment discretion over the securities held by Centurion Sponsor LP. Mr. Gomberg is the manager of Centurion Sponsor GP LLC and has voting and investment discretion over the securities held by Centurion Sponsor GP LLC. (4) According to a Schedule 13G filed with the SEC on October 17, 2024 on behalf of Picton Mahoney Asset Management. The principal business address for the reporting person is 33 Yonge Street, #320, Toronto, ON M5E 1G4. 65 (5) According to a Schedule 13G filed with the SEC on November 6, 2024 by Magnetar Financial LLC (“Magnetar Financial”), Magnetar Capital Partners LP (“Magnetar Capital Partners”), Supernova Management LLC (“Supernova Management”) and David J. Snyderman (“Mr. Snyderman”) with respect to shares held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund - T LLC (“Purpose Credit Fund – T” and, all such funds collectively, the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. The principal business address of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201. (6) According to a Schedule 13G filed with the SEC on November 13, 2024 by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares reported herein are owned directly by the accounts managed by Karpus. The principal business address of Karpus is 83 Sully’s Trail, Pittsford, New York 14534. (7) According to a Schedule 13G filed with the SEC on November 14, 2024 on behalf of AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. The principal business address of all three entities is One Greenwich Plaza, Greenwich, CT 06830. (8) According to a Schedule 13 filed with the SEC on November 14, 2024 by Wealthspring Capital LLC (“Wealthspring”) and Matthew Simpson. Mr. Simpson is a manager of Wealthspring. The principal business address of Wealthspring and Mr. Simpsn is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604. (9) According to a Schedule 13G filed with the SEC on November 14, 2024 by Polar Asset Management Partners Inc. (“Polar Asset Management Partners”). Polar Asset Management Partners serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the shares directly held by PMSMF. The principal business address of Polar Asset Management Partners is 16 York Street, Suite 2900, Toronto, ON, Canada. (10) According to a Schedule 13G filed with the SEC on November 14, 2024 by LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”), Ben Levine and Stefan Renold (together with the LMR Investment Managers, the “LMR Reporting Persons”). The LMR Investment Managers serve as the investment managers to certain funds with respect to the Class A Ordinary Shares held by certain funds. Ben Levine and Stefan Renold, are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The Class A Ordinary Shares beneficially owned by the LMR Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”) and LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”). Each of LMR Master Fund and LMR CCSA Master Fund acquired 937,500 Units in the IPO. By virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund directly holds 937,500 Class A Ordinary Shares (the “LMR Shares”). In addition to the LMR Shares, by virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund also directly holds 468,750 Public Warrants. The principal business address of the LMR Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. (11) According to a Schedule 13G filed with the SEC on November 14, 2024 by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”), and FTCS Sub GP LLC (“Sub GP”). FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the “Client Accounts”). As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any Ordinary Shares held in the Client Accounts. As of September 30, 2024, VARBX owned 2,348,500 Ordinary Shares, while FTCM, FTCS and Sub GP collectively owned 2,620,986 Ordinary Shares. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares for their own accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21 st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212. (12) According to a Schedule 13G filed with the SEC on February 7, 2025 on behalf of Barclays PLC. The principal business address of Barclays PLC is 1 Churchill Place, London. (13) According to a Schedule 13G filed with the SEC on February 10, 2025 by MMCAP International Inc. SPC (“MMCAP”) and MM Asset Management Inc.(“MM Asset Management”). The principal business address of MMCAP is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business address of MM Asset Management is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Camada. (14) According to a Schedule 13G filed with the SEC on February 14, 2025 by HGC Investment Management Inc. (“HGC”). HGC serves as the investment manager to The HGC Fund LP (the “Fund”), with respect to the Ordinary Shares held by HGC on behalf of the Fund. The principal business address of HGC is 1027 Yonge Street, Suite 301, Toronto, ON, M4W 2K9. 66 Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On January 23, 2024, our Sponsor purchased an aggregate of 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. On April 29, 2024, the Company affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor holding 7,187,500 Founder Shares. On May 20, 2024, our Sponsor transferred 30,000 Founder Shares to each of Company’s three independent directors (an aggregate of 90,000 Founder Shares), resulting in our Sponsor holding 7,097,500 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 28,750,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. Private Placement Warrants Our Sponsor, Cantor and Odeon purchased an aggregate of 7,000,000 Private Placement Warrants for an aggregate purchase price of $7,000,000, or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the IPO. Of those 7,000,000 Private Placement Warrants, our Sponsor purchased 4,500,000 Private Placement Warrants, Cantor purchased 1,750,000 Private Placement Warrants and Odeon purchased 750,000. The Private Placement Warrants are identical to the warrants sold as part of the units in the IPO except that, so long as they are held by our Sponsor, Cantor, Odeon or their respective permitted transferees, (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) and will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor, Odeon and/or their respective designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account such that $287,500,000 is held in the Trust Account. If we do not complete our initial Business Combination within the Completion Window, the Private Placement Warrants will expire worthless. The Private Placement Warrants and Private Placement Warrants are subject to the transfer restrictions described above. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the units being sold in the IPO. Administrative Services Agreement We entered into an Administrative Services Agreement with our Sponsor in connection with the IPO. Pursuant to the terms of that agreement, we agreed to pay our Sponsor $10,000 per month for office space, secretarial, administrative and support services provided to us and members of our management team. Upon completion of our initial Business Combination or our liquidation, we well cease paying these monthly fees. No compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination without shareholder approval. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Promissory Note On January 19, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the closing of the Initial Public Offering. At December 31, 2024, there are no amounts outstanding and no further borrowings are permitted under the Note. 67 Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial 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 loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercisability and exercise price. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2024, the Company had no borrowings under the working capital loans. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial Business Combination will be made using funds held outside the Trust Account. After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post- combination business to determine executive and director compensation. Registration Rights Agreement The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements. Item 14. Principal Accounting Fees and Services. The firm of WithumSmith+Brown, PC (“Withum”) acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . During the period from January 18, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $114,920 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements included in this Form 10-K. Audit-Related Fees. During the period from January 18, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from January 18, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from January 18, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 68 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Form 10-K: 1. Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Form 10-K. Exhibit Index Number Description 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). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). 4.2 Specimen Class A Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). 4.4 Warrant Agreement, dated June 10, 2024, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024) . 4.5* Description of Securities. 10.1 Letter Agreement, dated June 10, 2024, by and among the Registrant, Centurion Sponsor LP and each of the executive officers and directors of Registrant (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 13, 2024). 10.2 Investment Management Trust Agreement, dated June 10, 2024, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 10.3 Registration Rights Agreement, dated June 10, 2024, by and among the Registrant, Centurion Sponsor LP and the other holders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 10.4 Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Registrant and Centurion Sponsor LP (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 10.5 Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company, Cantor, Fitzgerald & Co. and Odeon Capital Group, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 10.6 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). 69 10.7 Administrative Services Agreement, dated June 10, 2024, by and between the Company and Centurion Sponsor LP (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-42127), filed with the SEC on June 13, 2024). 10.8 Promissory Note issued to Centurion Sponsor LP (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on May 22, 2024). 10.9 Securities Subscription Agreement between Centurion Sponsor LP and the Registrant (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on May 22, 2024). 14.1 Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-279638), filed with the SEC on June 4, 2024). 19* Insider Trading Policy. 24.1* Power of Attorney (included on the signature pages herein). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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. 97.1* Policy relating to the recovery of erroneously awarded compensation. 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 Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 70 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. CENTURION ACQUISITION CORP. By: /s/ Mark Gerhard Name: Mark Gerhard Title: Chief Executive Officer and Director (Principal executive officer) Dated: March 24, 2025 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Gerhard, Riaan Hodgson and David Gomberg, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Mark Gerhard Chief Executive Officer and Director March 24, 2025 Mark Gerhard ( Principal Executive Officer) /s/ Riaan Hodgson Chief Operating Officer and Director March 24, 2025 Riaan Hodgson (Principal Financial and Accounting Officer) /s/ David Gomberg President and Director March 24, 2025 David Gomberg /s/ Mickie Rosen Director March 24, 2025 Mickie Rosen /s/ Michael Jesselson Director March 24, 2025 Michael Jesselson /s/ Robert Foresman Director March 24, 2025 Robert Foresman 71 CENTURION ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Centurion Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Centurion Acquisition Corp. (the “Company”) as of December 31, 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from January 18, 2024 (Inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from January 18, 2024 (Inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2024. New York, New York March 24, 2025 PCAOB ID Number 100 F- 2 CENTURION ACQUISITION CORP. BALANCE SHEET DECEMBER 31, 2024 Assets Current assets Cash $ 665,430 Prepaid expenses 133,415 Total current assets 798,845 Long-term prepaid insurance 52,380 Cash and marketable securities held in Trust Account 295,805,962 TOTAL ASSETS $ 296,657,187 Liabilities and Shareholders’ Deficit: Current Liabilities Accounts payable and accrued expenses $ 109,996 Advances from related parties 10,000 Due to Sponsor 5,000 Total current liabilities 124,996 Deferred underwriting fee payable 13,687,500 TOTAL LIABILITIES 13,812,496 Commitments and Contingencies Class A Ordinary Shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.29 per share 295,805,962 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 28,750,000 shares subject to possible redemption) — Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding 719 Additional paid-in capital — Accumulated deficit ( 12,961,990 ) Total Shareholders’ Deficit ( 12,961,271 ) Total Liabilities and Shareholders’ Deficit $ 296,657,187 The accompanying notes are an integral part of these financial statements. F- 3 CENTURION ACQUISITION CORP. STATEMENT OF OPERATIONS FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Operating and formation costs $ 467,492 Loss from operations ( 467,492 ) Other income Interest earned on cash and marketable securities held in Trust Account 8,306,337 Other income 8,306,337 Net income $ 7,838,845 Weighted average shares outstanding, Class A Ordinary Shares subject to possible redemption 16,722,779 Basic and diluted net income per share, Class A Ordinary Shares subject to possible redemption $ 0.33 Weighted average shares outstanding, Class B non-redeemable ordinary shares 6,795,308 Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.33 The accompanying notes are an integral part of these financial statements. F- 4 CENTURION ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — January 18, 2024 — $ — — $ — $ — $ — $ — Issuance of Class B Ordinary Shares to Sponsor — — 7,187,500 719 24,281 — 25,000 Sale of 7,000,000 Private Placement Warrants — — — — 7,000,000 — 7,000,000 Fair Value of Public Warrants at issuance — — — — 1,150,000 — 1,150,000 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 97,765 ) — ( 97,765 ) Accretion for Class A Ordinary Shares subject to redemption amount — — — — ( 8,076,516 ) ( 20,800,835 ) ( 28,877,351 ) Net income — — — — — 7,838,845 7,838,845 Balance – December 31, 2024 — $ — 7,187,500 $ 719 $ — $ ( 12,961,990 ) $ ( 12,961,271 ) The accompanying notes are an integral part of these financial statements. F- 5 CENTURION ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Cash Flows from Operating Activities: Net income $ 7,838,845 Adjustments to reconcile net income to net cash used in operating activities: Payment of formation costs through promissory note 8,667 Payment of operating costs through promissory note 327,200 Interest earned on marketable securities held in Trust Account ( 8,231,350 ) Unrealized gain on marketable securities held in Trust Account ( 74,612 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 158,995 ) Accounts payable and accrued expenses 109,996 Advances from related parties 10,000 Due to Sponsor 5,000 Net cash used in operating activities ( 165,249 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 287,500,000 ) Net cash used in investing activities ( 287,500,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 282,500,000 Proceeds from sale of Private Placement Warrants 7,000,000 Repayment of promissory note - related party ( 1,109,683 ) Payment of offering costs ( 59,638 ) Net cash provided by financing activities 288,330,679 Net Change in Cash 665,430 Cash – Beginning of period — Cash – End of period $ 665,430 Non-Cash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 25,000 Deferred offering costs paid through promissory note - related party $ 747,016 Offering costs charged to additional paid in capital $ 23,015 Prepaid expenses paid by Sponsor $ 26,800 Deferred underwriting fee payable $ 13,687,500 The accompanying notes are an integral part of these financial statements. F- 6 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 December 31, 2024, the Company had not commenced any operations. All activity for the period from January 18, 2024 (inception) through December 31, 2024 relates to the Company’s formation, the IPO (“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 Company has selected December 31 as its fiscal year end. 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. Transaction costs amounted to $ 19,500,452 consisting of $ 5,000,000 of cash underwriting fee, $ 13,687,500 of deferred underwriting fee, and $ 831,654 of other offering costs. 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 24 months from the closing of the Initial Public Offering 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. F- 7 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 the 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 were 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 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, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares 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. 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. On August 1, 2024, the Public Shares and Public Warrants underlying the Units began separate trading on The Nasdaq Global Market under the symbols “ALF” and “ALFUW,” respectively. The Units continue to trade on The Nasdaq Global Market under the symbol “ALFU.” F- 8 Liquidity and Capital Resources As of December 31, 2024, the Company had $ 665,430 in its operating bank account and working capital of $ 673,849 . The Company initially has until June 12, 2026, to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Segment Reporting The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), 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. 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 statement 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. F- 9 Use of Estimates The preparation of the financial statement in conformity with US 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 financial statement 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 financial statement, 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 $ 665,430 in cash and no cash equivalents as of December 31, 2024. Marketable Securities Held in Trust Account At December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The marketable securities are classified as trading securities and presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statements of operations. For the period from January 18, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest earned on the Trust Account. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit. 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 balance sheet, primarily due to its short-term nature. 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 December 31, 2024, 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 balance sheet. 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. F- 10 At December 31, 2024, the Class A Ordinary Shares subject to redemption reflected in the balance sheet are reconciled in the following table: Shares Amount Gross Proceeds 28,750,000 $ 287,500,000 Less: Proceeds allocated to Public Warrants — ( 1,150,000 ) Class A Ordinary Shares issuance costs — ( 19,421,389 ) Plus: Accretion of carrying value to redemption value — 28,877,351 Class A Ordinary Shares subject to possible redemption, December 31, 2024 28,750,000 $ 295,805,962 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 December 31, 2024, 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. 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 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 shares of 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. F- 11 The following table reflects the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts): For the Period from January 18, 2024 (Inception) through December 31, 2024 Redeemable Non-Redeemable Class A Class B Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 5,573,892 $ 2,264,953 Denominator: Basic and diluted weighted average shares outstanding 16,722,779 6,795,308 Basic and diluted net income per ordinary share $ 0.33 $ 0.33 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 Depository 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. 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 our 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 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 financial statements. F- 12 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 underwriter 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 (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. 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. F- 13 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. 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 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. F- 14 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 founders shares (“Founder 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. All shares and diluted per share data have been retroactively restated. 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. 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. 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 forfeited the share back to the Company for no consideration. The Founder Shares will automatically convert into shares of Class A Ordinary Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s certificate of incorporation. 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 sub-divisions, 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 directors and director’s nominees 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 shares granted to the Company’s directors and director nominees was $ 36,900 or $ 0.41 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 Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2024, 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 Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. 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 December 31, 2024, the Company accrued $ 5,000 for these services. For the period from January 18, 2024 (inception) through December 31, 2024, the Company incurred $ 65,000 in fees for these services, respectively, of which such amount is included in the accompanying statements of operations. F- 15 Promissory Note — Related Party The Sponsor had 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 December 31, 2024, there are no amounts outstanding and no further borrowings are permitted under the promissory note. 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 December 31, 2024, related parties paid an aggregate of $ 24,084 to pay expenses on behalf of the Company, of which $ 10,000 was outstanding. The advances were non-interest bearing and payable upon demand. Due to Sponsor As of December 31, 2024, the Company owed the Sponsor $ 5,000 related to the Administrative Services Agreement. The amount is due is non-interest bearing and due upon demand. Related Party 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 December 31, 2024, no such Working Capital Loans were outstanding. NOTE 6. COMMITMENTS Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Recently, in October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of the financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. 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 to be signed prior to or on the effective date of the Initial Public Offering. 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 underwriter 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 was 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, $ 13,687,500 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. F- 16 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. At December 31, 2024, 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 December 31, 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 28,750,000 Class A Ordinary Shares subject to possible redemption. 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. On January 23, 2024, the Company issued 5,750,000 Class B Ordinary Shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share. 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. All shares and per share data have been retroactively restated. Prior to the underwriters’ exercise of the over-allotment option, the Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture. Upon the Initial Public Offering, the underwriters fully exercised the over-allotment option resulting in the Founder Shares no longer being subject to forfeiture. The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. 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 the date of the Initial Public Offering, the Public Warrants were valued using a Monte Carlo model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants: June 12, 2024 Market price of public stock $ 9.96 Term (years) 7.0 Risk-free rate 4.4 % Volatility 7.2 % The Founder Shares issued to the directors and director nominees were valued using a Monte Carlo model. The following criteria presents the quantitative information regarding market assumptions used in the Founder Share valuations: May 20, 2024 Volatility 86.5 % Risk free rate 4.64 % Spot price $ 9.96 Discount of lack of marketability (DLOM) 18.6 % F- 17 At December 31, 2024, assets held in the Trust Account were comprised of $ 1,561 in cash and $ 295,804,401 in U.S. Treasury securities. During the period from January 18, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest income from the Trust Account. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2024 U.S. Treasury Securities (Mature on 06/12/2025) 1 $ 295,804,401 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. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: For the Period from January 18, 2024 (Inception) through December 31, 2024 Operating and formation costs $ 467,492 Interest earned on cash and marketable securities held in Trust Account $ 8,306,337 The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and marketable securities held in Trust Account and operating and formation costs. The CODM reviews interest earned on cash and marketable securities held in Trust Account 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. Operating and formation 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 operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. F- 18