FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
Centurion Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarter ended March 31, 2025, reporting a net loss of $1.4 million for the three months ended March 31, 2025, compared to a net loss of $1.1 million for the same period in the prior year. As of March 31, 2025, the Company had cash and cash equivalents of $14.4 million, compared to $15.4 million as of December 31, 2024. The Company’s condensed balance sheet as of March 31, 2025, showed total assets of $15.4 million, total liabilities of $1.4 million, and total shareholders’ deficit of $13.9 million. The Company’s management’s discussion and analysis of financial condition and results of operations highlights the Company’s focus on identifying and acquiring a target business, and notes that the Company has not yet identified a target business and has not yet generated any revenue.
Overview
We are a blank check company, also known as a special purpose acquisition company (SPAC), that was incorporated in the Cayman Islands on January 18, 2024. Our primary purpose is to identify and merge with a target business through a Business Combination. We raised $287.5 million in our initial public offering (IPO) on June 12, 2024, which we intend to use to fund this process.
Results of Operations
Since our inception, we have not engaged in any operations or generated any revenue. Our activities have been limited to organizational tasks, preparing for the IPO, and searching for a suitable target company to acquire. We do not expect to generate any operating revenue until after completing a Business Combination.
For the three months ended March 31, 2025, we reported a net income of $2,900,293, which was primarily driven by $3,050,159 in interest income earned on the funds held in our trust account, partially offset by $149,866 in formation and operating costs.
In contrast, for the period from January 18, 2024 (inception) through March 31, 2024, we had a net loss of $47,487, which consisted entirely of formation and operating costs.
Liquidity and Capital Resources
Our IPO and the sale of private placement warrants generated gross proceeds of $287.5 million, all of which was deposited into a trust account. After deducting IPO-related costs, we had $298.9 million in cash and marketable securities held in the trust account as of March 31, 2025.
We had $492,260 in cash outside of the trust account as of March 31, 2025, which we intend to use for identifying and evaluating potential target businesses, performing due diligence, and completing a Business Combination.
We do not believe we will need to raise additional funds to meet our current expenditures. However, if the actual costs of identifying a target, conducting due diligence, and negotiating a Business Combination are higher than expected, we may need to obtain additional financing, either through issuing debt or equity.
Off-Balance Sheet Arrangements and Contractual Obligations
We do not have any off-balance sheet arrangements or long-term debt, capital lease obligations, or other long-term liabilities. Our only significant contractual obligation is an agreement to pay $10,000 per month for office space, utilities, and administrative support services until we complete a Business Combination or liquidate.
The underwriters of our IPO are also entitled to a deferred underwriting discount of 4.5% of the gross proceeds (excluding the over-allotment option) and 6.5% of the gross proceeds from the over-allotment option, which will be payable upon the completion of our initial Business Combination.
Critical Accounting Policies
Our financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts. While we believe our significant accounting policies, as described in the notes to our financial statements, are appropriate, these policies are subject to judgments and uncertainties inherent in the accounting process.
Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on our financial statements if currently adopted.
