06/16/2026 | Press release | Distributed by Public on 06/16/2026 14:54
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.