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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 12, 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: (646) 527-7350 ext. 619
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 3.03.
Material Modification to Rights of Security Holders.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent
required.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required.
A
copy of the amendment to the Articles (as defined below) is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated
herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 12, 2026, Centurion Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary
General Meeting”) at which its shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and
Articles of Association (the “Articles”) to extend the date by which the Company must consummate a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar initial business combination from June 12, 2026 to June
12, 2027 (the “Extended Date”), or an earlier date than the Extended Date as determined by the Company’s board of directors
and included in a public announcement (the “Extension Amendment”).
The
following is a tabulation of the votes with respect to the Extension Amendment, which was approved by the Company’s shareholders:
| For |
|
Against |
|
Abstain |
| 21,799,309 |
|
8,283,145 |
|
0 |
In
addition, on June 16, 2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolution amending
the Articles. Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.
In
connection with the Extraordinary General Meeting, shareholders holding an aggregate of 23,802,843 Class A ordinary shares, par value
$0.0001 per share, of the Company exercised their right to redeem such shares for a pro rata portion of the funds held in the Company’s
trust account (the “Trust Account”) as of June 16, 2026, including any interest earned on the funds held in the Trust Account.
As a result, approximately $259.3 million (approximately $10.89 per share) was removed from the Trust Account to pay such holders
and approximately $54 million remained in the Trust Account.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibits |
| 3.1 |
|
Amendment to the Company’s Amended and Restated Memorandum and Articles of Association. |
| 104 |
|
Cover
Page Interactive Data File-Embedded within the inline XBRL document. |
SIGNATURES
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 |
Date:
June 16, 2026
2
