10-Q: Centurion Acquisition Corp. Q1 2026 Financial Update

Centurion Acquisition Corp. reports net income of $2.52 million for Q1 2026, primarily from interest on trust account investments, while continuing its search for a business combination.

Summary

• Centurion Acquisition Corp. (the Company) is a blank check company incorporated in the Cayman Islands on January 18, 2024, focused on effecting a business combination.
• As of March 31, 2026, the Company had not commenced operations and had no operating revenues.
• The Company's primary source of income is interest earned on marketable securities held in its Trust Account.
• For the three months ended March 31, 2026, the Company reported a net income of $2,520,110, primarily from dividends and interest earned on marketable securities in the Trust Account ($2,721,854), offset by general and administrative costs of $201,744.
• This compares to a net income of $2,900,293 for the same period in 2025.
• The Company had cash of $28,828 and a working capital deficit of $101,340 as of March 31, 2026.
• There is substantial doubt about the Company's ability to continue as a going concern within one year due to its working capital deficit and the expectation of significant future costs, as well as the mandatory liquidation if a business combination is not completed by June 12, 2026.
• The Company has until June 12, 2026, to complete its initial business combination.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, reflecting the expected financial status of a SPAC focused on its business combination search, with income from investments and ongoing operational costs, but facing a critical deadline.

Positives

• Generated net income of $2,520,110 for the first quarter of 2026.
• Earned $2,721,854 in dividends and interest income from marketable securities held in the Trust Account during Q1 2026.
• The Trust Account held $310,895,976 in marketable securities as of March 31, 2026.

Negatives

• The Company has a working capital deficit of $101,340 as of March 31, 2026.
• Cash on hand decreased significantly from $100,985 at December 31, 2025, to $28,828 at March 31, 2026.
• General and administrative costs increased to $201,744 in Q1 2026 from $149,866 in Q1 2025.
• Substantial doubt exists regarding the Company's ability to continue as a going concern within one year.

Risks

• The Company has until June 12, 2026, to complete its initial business combination; failure to do so will result in mandatory liquidation.
• There is substantial doubt about the Company's ability to continue as a going concern due to its working capital deficit and expected future costs.
• The proceeds in the Trust Account are subject to claims by the Company's creditors, which could have priority over public shareholders.
• The Sponsor's ability to satisfy its indemnity obligations to the Company is uncertain.
• The Company may not be able to identify and complete a suitable business combination within the required timeframe.

Future Outlook

The Company's primary objective is to complete a business combination within the 'Completion Window,' which initially extends to June 12, 2026. If a business combination is not consummated by this date, the Company will be subject to mandatory liquidation. The Company expects to continue incurring significant costs in pursuit of its acquisition plans.

Management Comments

• Management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company's ability to continue as a going concern.
• We expect to continue to incur significant costs in the pursuit of our acquisition plans.
• We cannot assure you that our plans to complete a Business Combination will be successful.

Industry Context

StockSavvy.ai notes that Centurion Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC), a common structure for taking private companies public. The current financial report reflects the typical operational phase of a SPAC, focused on managing trust assets and incurring administrative costs while actively seeking a target for a business combination before its mandated liquidation deadline.

Comparison to Industry Standards

• As a SPAC, Centurion Acquisition Corp. does not have traditional operating revenues or profits comparable to operating companies. Its financial performance is primarily driven by investment income from its trust account.
• The deadline for completing a business combination (June 12, 2026) is a standard timeframe for SPACs, though extensions are sometimes possible.
• The structure of Class A shares subject to redemption and Class B founder shares is typical for SPACs, with Class B shares often carrying different voting rights and subject to lock-up periods.

Legal Proceedings

• None disclosed.

Related Party Transactions

• The Sponsor, Centurion Sponsor LP, is a related party. The Sponsor made a capital contribution for Founder Shares and transferred Founder Shares to independent directors.
• An administrative services agreement is in place with the Sponsor for office space, utilities, and administrative support, costing $10,000 per month.
• The Sponsor or affiliates may provide working capital loans, up to $1,500,000 of which may be convertible into Private Placement Warrants.

Stakeholder Impact

• Shareholders: Public shareholders are awaiting the completion of a business combination. If no combination is achieved by June 12, 2026, their shares will be redeemed, and they will receive their pro-rata portion of the Trust Account.
• Sponsor: The Sponsor has agreed to waive certain redemption rights and is subject to lock-up periods for its Founder Shares. Its ability to recoup its investment depends on the success of the business combination.
• Creditors: Potential creditors may have claims on the Trust Account, which could reduce the amount available for public shareholders in the event of liquidation.

Next Steps

• Identify and evaluate target businesses for a business combination.
• Perform business due diligence on prospective target businesses.
• Structure, negotiate, and complete a business combination before the June 12, 2026 deadline.
• If a business combination is not completed, proceed with mandatory liquidation and dissolution.

Key Dates

Keywords

Centurion Acquisition Corp, SPAC, Form 10-Q, Quarterly Report, Business Combination, Trust Account, Marketable Securities, Going Concern, Liquidation, Financial Statements