UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42127 CENTURION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42127 CENTURION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42127 CENTURION ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisd ...

IPO and Financing - The company completed its IPO on June 12, 2024, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[19]. - An additional $7 million was generated from the sale of 7,000,000 private placement warrants at $1.00 each, with the sponsor purchasing 4,500,000 warrants[20]. - The company has placed $287.5 million from the IPO proceeds into a Trust Account, which will be used for the initial business combination[22]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the Trust Account[25]. - The company may raise funds through equity-linked securities or loans to satisfy cash requirements for the initial Business Combination[49]. - The company expects to have access to approximately $1,000,000 from the proceeds of its Initial Public Offering to cover potential claims and liquidation expenses, estimated to be no more than $100,000[67]. - The total funds available for the initial Business Combination amount to $238,750,000, assuming no interest is earned and no Public Shares are redeemed[167]. - The company may need to borrow funds from its Sponsor or management team to operate if net proceeds from the IPO are insufficient[113]. - Up to $1,500,000 of loans may be convertible into Private Placement Warrants at a price of $1.00 per warrant[113]. Business Combination Strategy - The company plans to pursue business combinations in various industries, sectors, or geographic locations, with a focus on companies with compelling growth potential[26]. - The company intends to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[31]. - The company aims to identify target businesses that generate stable revenue and cash flows, and are either profitable or have a clear path to profitability[34]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and financial reviews[34]. - The company has not selected any specific target businesses for the initial Business Combination, making it difficult to assess potential risks and merits[132]. - The company has not selected a specific Business Combination target but intends to target businesses with enterprise values greater than the net proceeds from the IPO and Private Placement Warrants[150]. Shareholder Rights and Redemption - The company provides Public Shareholders the opportunity to redeem their shares at a price of $10.00 per Public Share, based on the amount in the Trust Account prior to the initial Business Combination[48]. - If the total cash consideration required for redemptions exceeds the available cash, the company will not complete the initial Business Combination or redeem any shares[49]. - The redemption rights will apply regardless of whether shareholders vote for or against the initial Business Combination[48]. - The company has established a restriction that shareholders cannot seek redemption rights for more than 15% of Public Shares without prior consent, aimed at preventing large blocks of shares from influencing business combination votes[58]. - If the initial Business Combination is not completed within the Completion Window, the company will redeem Public Shares at a price equal to the amount in the Trust Account, estimated to be approximately $10.00 per share[63]. - The company will not restrict shareholders' ability to vote all their shares for or against the initial Business Combination, including Excess Shares[58]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for a Business Combination[83]. - The company does not have a specified maximum redemption threshold, allowing for the completion of an initial Business Combination even if a substantial majority of shareholders disagree[143]. Regulatory and Compliance Issues - The company is classified as a "shell company" with no operations or revenue generated to date[18]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations regarding executive compensation[73]. - The company will remain an emerging growth company until it meets specific criteria, including total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares exceeding $700 million[76]. - The company is also classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain thresholds are met[77]. - The SEC adopted new SPAC Rules on January 24, 2024, requiring additional disclosures related to business combination transactions[121]. - Compliance with the SPAC Rules may increase costs and time needed to negotiate and complete an initial business combination[123]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements[124]. - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being regulated as an investment company[126]. - If deemed an unregistered investment company, the company would face additional regulatory burdens and expenses, potentially leading to liquidation of the Trust Account[129]. - The company is subject to evolving regulations that increase compliance costs and risks of non-compliance[185]. Management and Conflicts of Interest - The company’s Sponsor and officers may purchase shares in privately negotiated transactions to increase the likelihood of obtaining shareholder approval[53]. - Any purchases of shares by the Sponsor or affiliates may reduce the public float of the company's securities[54]. - The Company has not adopted a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts of interest[198]. - The Company may engage in a Business Combination with target businesses affiliated with its Sponsor or directors, which could present potential conflicts of interest[200]. - The personal and financial interests of executive officers and directors may influence their motivation in selecting a target Business Combination, especially as the deadline approaches[206]. - Conflicts of interest may arise as executive officers and directors allocate their time between the company and other business interests[194]. - Officers and directors may have fiduciary obligations to other entities, potentially leading to conflicts in presenting business opportunities[195]. Market and Economic Conditions - The ongoing Russia-Ukraine conflict and geopolitical tensions in the Middle East are causing significant volatility in global markets, which may adversely affect the company's search for an initial business combination[90]. - Increased market volatility and decreased liquidity may impact the company's ability to raise equity and debt financing necessary for completing a business combination[94]. - The geopolitical instability may lead to increased price volatility for publicly traded securities, complicating the identification of suitable business combination targets[91]. - The extent and duration of market disruptions due to ongoing conflicts are unpredictable and could materially affect the company's ability to consummate a business combination[92]. - Economic conditions in the target country could significantly impact the company's operations and ability to find attractive business combinations[183]. - Exchange rate fluctuations may adversely affect the financial condition and results of operations if revenues are received in foreign currencies[184]. Financial Risks and Performance - The company may incur substantial debt to complete a Business Combination, which could negatively impact financial condition and shareholder value[138]. - The complexity of tax obligations post-Business Combination may lead to increased financial burdens and uncertainties for shareholders and warrant holders[161]. - The potential for write-downs or impairments post-Business Combination could significantly affect the financial condition and results of operations, impacting shareholder value[164]. - The investigation and negotiation process for target businesses may require substantial management time and resources, with costs incurred likely non-recoverable if a Business Combination does not complete[171]. - The ability to assess the management of a prospective target business may be limited, potentially leading to a Business Combination with inadequate management capabilities[174]. - Key personnel from the acquisition candidate may resign post-Business Combination, which could negatively impact operations and profitability[175]. - The post-transaction company must own or acquire at least 50% of the voting securities of the target to avoid registration as an investment company[176]. Shareholder Influence and Voting - Initial shareholders own 20% of the outstanding ordinary shares, and their agreement to vote in favor of the initial Business Combination increases the likelihood of approval[81]. - If the initial Business Combination requires shareholder approval, at least 8,625,001 or 37.5% of the 28,750,000 Public Shares sold in the IPO must be voted in favor for approval[81]. - The ability of Public Shareholders to redeem shares for cash may make the financial condition unattractive to potential Business Combination targets[83]. - Shareholder approval may be influenced by purchases of Public Shares or warrants by the company's affiliates, potentially reducing the public float of its securities[97]. - Non-managing Sponsor investors are not required to hold their shares or vote in favor of the initial Business Combination, which may affect shareholder alignment[207]. Miscellaneous - The company is classified as a "blank check" company and is exempt from certain SEC rules designed to protect investors, allowing for a longer period to complete initial business combinations[104]. - The company must maintain certain financial and share price levels to continue listing its securities on Nasdaq, which may not be guaranteed[210]. - If Nasdaq delists the Company's securities, it could face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny[211]. - The warrants will become exercisable 30 days after the completion of the initial Business Combination, with a maximum expiration of five years thereafter[213]. - Holders of warrants must exercise on a cashless basis if the shares are not registered under the Securities Act[215].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $4,049,229, primarily from interest income on marketable securities of $4,223,192[93]. - From January 18, 2024, through September 30, 2024, the company achieved a net income of $4,613,927, with interest income of $4,927,031[94]. Initial Public Offering - The company completed its Initial Public Offering on June 12, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units[95]. - The company incurred $19,500,452 in costs related to the Initial Public Offering, including $5,000,000 in cash underwriting fees[97]. Marketable Securities and Trust Account - As of September 30, 2024, the company held marketable securities in the Trust Account totaling $292,426,838, including $4,927,031 of interest income[100]. - The company intends to use funds held in the Trust Account primarily to complete its Business Combination and for working capital of the target business[100]. Cash and Financing - Cash used in operating activities from January 18, 2024, through September 30, 2024, was $48,758, with net income affected by formation and operating costs[99]. - The company has cash of $781,921 available for identifying and evaluating target businesses[101]. - The company may need additional financing to complete its Business Combination or to address potential redemptions of Public Shares[103]. Debt and Liabilities - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[104].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $612,185, consisting of interest income of $703,839, offset by formation and operating costs of $80,312 and an unrealized loss of $11,342 on marketable securities [92]. - From January 18, 2024, through June 30, 2024, the company had a net income of $564,698, with total interest income of $703,839 and total formation and operating costs of $127,799 [93]. - Cash used in operating activities from January 18, 2024, through June 30, 2024, was $15,080, with net income affected by various costs and interest earned [98]. Initial Public Offering - The company completed its Initial Public Offering on June 12, 2024, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units, including the underwriters' over-allotment option [94]. - The company incurred $19,500,452 in costs related to the Initial Public Offering, including $5,000,000 in cash underwriting fees and $13,687,500 in deferred underwriting fees [96]. Marketable Securities - As of June 30, 2024, the company held marketable securities in the Trust Account amounting to $288,192,497, which includes $692,497 of interest income [99]. Business Combination and Financing - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [99]. - The company may require additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt [102]. Share Structure - The company has two classes of shares, with net income shared pro rata between redeemable and non-redeemable Class A Ordinary Shares and Class B Ordinary Shares [108]. Debt and Expenses - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024, and incurs a monthly fee of $10,000 for office space and administrative support [103][104].