Centurion Acquisition (Nasdaq: ALF) delays SPAC extension vote to June 12, 2026

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Centurion Acquisition Corp. has postponed its extraordinary general meeting of shareholders from June 9, 2026 to June 12, 2026 at 11:00 a.m. Eastern Time. The meeting will be held at the offices of Perkins Coie LLP in New York.

The key proposal is to extend the deadline to complete an initial business combination from June 12, 2026 to June 12, 2027, or an earlier date set by the board. The deadline for shareholders to exercise redemption rights on public Class A ordinary shares is extended to June 10, 2026 at 5:00 p.m. Eastern Time, while the record date for voting remains May 6, 2026.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New meeting date and time: June 12, 2026 at 11:00 a.m. ET Original combination deadline: June 12, 2026 Proposed combination deadline: June 12, 2027 +2 more

5 metrics

New meeting date and time June 12, 2026 at 11:00 a.m. ET Rescheduled extraordinary general meeting

Original combination deadline June 12, 2026 Current deadline to complete initial business combination

Proposed combination deadline June 12, 2027 Proposed extension to complete initial business combination

Redemption deadline June 10, 2026 at 5:00 p.m. ET Cutoff to redeem public Class A ordinary shares

Record date May 6, 2026 Shareholders entitled to vote at the meeting

Key Terms

extraordinary general meeting, redemption rights, blank check company, forward-looking statements, +1 more

5 terms

extraordinary general meeting financial

"postpone the extraordinary general meeting of the shareholders of the Company (the “EGM”)"

redemption rights financial

"deadline by which shareholders must exercise their redemption rights in connection with the EGM"

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

blank check company financial

"Centurion Acquisition Corp. is a blank check company formed for the purpose of effecting a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

forward-looking statements regulatory

"Certain statements made in this are “forward looking statements” within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

proxy statement regulatory

"The Company has filed a definitive proxy statement, dated May 21, 2026 (the “Extension Proxy Statement”)"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

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Understanding 8-K Material Events →

06/05/2026 - 02:01 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2026

CENTURION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42127		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

667 Madison Avenue

5th Floor

New York, New York 10065

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 209-6126

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	ALFUU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ALF	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	ALFUW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Centurion Acquisition Corp., a Cayman Islands exempted company (the “Company”), has determined to postpone the extraordinary general meeting of the shareholders of the Company (the “EGM”), initially scheduled to occur on June 9, 2026, at 11:00 a.m., to June 12, 2026, at 11:00 a.m., Eastern Time. As previously disclosed, the purpose of the EGM is to, among other things, approve an amendment to the Company’s amended and restated memorandum of association and articles of association to extend the date by which the Company must consummate an initial business combination from June 12, 2026 to June 12, 2027 (or such earlier date as determined by the Company’s board of directors (the “Extension”)).

The EGM will be held at the offices of Perkins Coie LLP, located at 1155 Avenue of the Americas, New York, New York 10036. The deadline by which shareholders must exercise their redemption rights in connection with the EGM has been extended to June 10, 2026, at 5:00 p.m., Eastern Time, which is two business days prior to the EGM.

On June 5, 2026, the Company issued a press release announcing the postponement of the EGM, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

The Company has filed a definitive proxy statement, dated May 21, 2026 (the “Extension Proxy Statement”), to be used to seek shareholder approval of, among other things, the Extension. The Company has mailed the Extension Proxy Statement to its shareholders of record as of May 6, 2026 on or about May 22, 2026. Investors and security holders of the Company are advised to read the Extension Proxy Statement and any amendments or supplements thereto, because these documents contain or will contain important information about the Extension and the Company. Shareholders will also be able to obtain copies of the Extension Proxy Statement, without charge, at the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov or by directing a request to: Centurion Acquisition Corp., 667 Madison Avenue, 5th Floor, New York, New York 10065.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company and the Extension are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 12, 2026 (the “Annual Report”), and the definitive Extension Proxy Statement which was filed with the SEC on May 21, 2026. These documents can be obtained free of charge from the sources indicated above.

Forward-Looking Statements

Certain statements made in this Current Report are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the risk that approval of the Company’s shareholders for the Extension is not obtained; the inability of the Company to enter into a definitive agreement with respect to an initial business combination within the time provided in the Company’s amended and restated memorandum and articles of association; the level of redemptions made by the Company’s shareholders in connection with the Extension and its impact on the amount of funds available in the Company’s trust account to complete an initial business combination; and those factors discussed in the Annual Report under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated June 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CENTURION ACQUISITION CORP.

	By:	/s/ Mark Gerhard
		Name:	Mark Gerhard
		Title:	Chief Executive Officer and Director

Dated: June 5, 2026

Exhibit 99.1

Centurion Acquisition Corp. Announces Postponement of Shareholders’ Meeting to Friday, June 12, 2026, and Extension of Redemption Request Deadline

NEW YORK, June 05, 2026 (GLOBE NEWSWIRE) -- Centurion Acquisition Corp., a Cayman Islands exempted company, (“Centurion” or the “Company”) (Nasdaq: ALF) today announced that it intends to postpone its previously announced Extraordinary General Meeting of shareholders (the “Meeting”) from June 9, 2026, at 11:00 a.m. Eastern Time, to June 12, 2026 at 11:00 a.m. Eastern Time to allow Centurion additional time to engage with shareholders.

As previously disclosed, the purpose of the Meeting is to, among other things, approve an amendment to the Company’s amended and restated memorandum of association and articles of association to extend the date by which the Company must consummate an initial business combination from June 12, 2026 to June 12, 2027 (or such earlier date as determined by the Company’s board of directors (the “Extension”)).

The record date for determining Centurion’s shareholders entitled to receive notice of and to vote at the Meeting remains the close of business on May 6, 2026 (the “Record Date”). Shareholders as of the Record Date can vote, even if they have subsequently sold their shares. Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done so are encouraged to vote as soon as possible.

Because the Company has postponed the Meeting to June 12, 2026, the deadline for submission of public Class A ordinary shares for redemption will be extended to 5:00 p.m. Eastern Time on June 10, 2026.

Shareholders who wish to withdraw their previously submitted redemption request may do so by requesting that Continental Stock Transfer & Trust Company, the Company’s transfer agent, return such shares.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Meeting. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Centurion does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional Information and Where to Find It

Participants in the Solicitation

About Centurion Acquisition Corp.

Centurion Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on businesses that operate within the technology sector, with a focus on video gaming, interactive entertainment and enabling services and technologies, cybersecurity, artificial intelligence, machine learning, Software as a Service (“SaaS”) and deep tech technologies.

Contact

David Gomberg

President

Centurion Acquisition Corp.

david@centurionacquisition.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Centurion Acquisition Corp. (ALF) announce in this 8-K?

Centurion Acquisition Corp. announced it postponed its extraordinary shareholder meeting to June 12, 2026. The meeting will consider extending the deadline to complete an initial business combination and adjusts related voting and redemption timelines for existing shareholders.

When will Centurion Acquisition Corp.’s extraordinary general meeting now be held?

The extraordinary general meeting is now scheduled for June 12, 2026 at 11:00 a.m. Eastern Time. It will take place at Perkins Coie LLP’s offices in New York, where shareholders will vote on extending the SPAC’s business combination deadline.

What business combination deadline extension is Centurion Acquisition Corp. (ALF) seeking?

Centurion seeks shareholder approval to extend its deadline to complete an initial business combination from June 12, 2026 to June 12, 2027. The extension could also end earlier if the board determines a prior date under the proposed amendment.

What is the new redemption deadline for Centurion Acquisition Corp. shareholders?

The deadline to submit public Class A ordinary shares for redemption is extended to June 10, 2026 at 5:00 p.m. Eastern Time. This applies to redemptions in connection with the rescheduled June 12, 2026 extraordinary general meeting.

Who is eligible to vote at Centurion Acquisition Corp.’s June 12, 2026 meeting?

Shareholders of record as of May 6, 2026 remain entitled to vote at the June 12, 2026 meeting. Investors who held shares on that record date can vote even if they have since sold their shares, according to the company’s disclosure.

What is Centurion Acquisition Corp.’s business focus as a SPAC?

Centurion Acquisition Corp. is a blank check company formed to pursue a business combination. It intends to focus on technology businesses, including video gaming, interactive entertainment, cybersecurity, artificial intelligence, SaaS, machine learning and other deep tech-related sectors.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED JUNE 5, 2026 10.1 KB