Centurion Acquisition Corp. 8-K

What Happened
Centurion Acquisition Corp. (ALF) announced that on June 11, 2026 it and its sponsor, Centurion Sponsor LP, entered into Non‑Redemption Agreements with one or more shareholders who agreed not to redeem (or to rescind prior redemptions) and to vote in favor of a proposed amendment to extend the company’s business‑combination deadline. The agreements cover an aggregate of 4,675,000 Class A ordinary shares. The company filed a definitive proxy statement on May 21, 2026 to call an extraordinary general meeting (EGM) to vote on extending the deadline in the company’s Articles from June 12, 2026 to June 12, 2027.

Key Details

• Non‑Redemption Agreements executed June 11, 2026 cover 4,675,000 Class A ordinary shares.
• In exchange, the sponsor agreed to transfer an aggregate of 1,558,333 Class A shares to those investors, subject to conditions (including investors not redeeming, voting for the extension, and approval of the Extension Amendment).
• Proxy Statement filed May 21, 2026 and mailed to shareholders of record as of May 6, 2026; EGM will vote on the Extension Amendment Proposal.
• Each Non‑Redemption Agreement terminates if the extension proposal fails, an investor redeems or fails to vote in favor, the company liquidates, parties mutually agree to terminate, or obligations are fulfilled.

Why It Matters
These agreements are intended to increase the likelihood that shareholders approve the one‑year extension of the SPAC’s deadline and to keep more money in the trust account available for a potential business combination. For retail investors, the main takeaways are the numbers involved (4.675 million shares committed not to redeem and 1.558 million shares to be transferred by the sponsor if conditions are met) and that shareholder approval at the EGM is still required. Investors should read the Proxy Statement and related materials for full details before voting.