Centurion Acquisition Corp

The Extension Proposal asks shareholders to approve a special resolution amending the Company’s Articles to extend the deadline to complete an initial business combination by one year, from June 12, 2026 to June 12, 2027. Management seeks shareholder approval because the board has determined there may not be sufficient time to identify, negotiate and close a suitable target by the current outside date; extending the deadline preserves the company’s ability to complete a de-SPAC transaction rather than liquidating. The extension triggers a shareholder redemption process allowing public shareholders to redeem their Class A shares for cash based on the Trust Account, so the board highlights that redemption rights are available and unchanged in substance. The Extension would permit the company to withdraw from the Trust Account amounts needed to satisfy redeeming holders, reducing the cash available to consummate a business combination and potentially requiring additional financing. The board recommends a vote FOR, citing the company’s expenditures of time and resources pursuing a target and asserting the extension is in shareholders’ best interests to pursue a business combination. Key governance and conflict considerations include significant insider voting power (Founder Shares representing ~20%) and potential purchases of public shares by insiders or sponsors to reduce redemptions, which could affect outcomes; such purchases would not be voted FOR the Extension if subject to tender offer rules. The vote requires a two-thirds affirmative vote of shares voting at the meeting; given insider holdings, a substantial portion of public shares must support the Extension. If not approved, the company will liquidate and redeem public shares for cash from the Trust Account. The proposal is transaction-related and carries potential dilution and funding risk if redemptions significantly reduce trust proceeds; analysts should weigh the likelihood of additional financing or PIPEs, regulatory review risks (including CFIUS) for potential targets, SPAC-specific SEC rules, and the possible PFIC status/tax implications for U.S. holders.

The Adjournment Proposal requests shareholder approval, as an ordinary resolution, to allow the board to adjourn the Extraordinary General Meeting to solicit additional votes if there are insufficient votes to approve the Extension Proposal. Management seeks this authorization as a procedural contingency: if the Extension lacks immediate support, adjourning would permit the company to continue outreach, solicit proxies, and possibly complete the needed vote to extend the outside date. The board recommends FOR, arguing it is in shareholders’ interest to permit further solicitation rather than immediately liquidating. Approval requires a simple majority of votes cast. The adjournment, if used, may expose shareholders to further uncertainty and delays and could be used in combination with insider purchases or non-redemption agreements intended to reduce redemptions; such actions would be disclosed if tender offer rules apply. The proposal is routine/administrative relative to the Extension but can materially affect the likelihood of the Extension passing by extending the solicitation period and thus merits close attention to related disclosures and potential insider activities.