{"url_path":"/sec/alfuw/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/2010930/0001213900-26-068127-index.html","accession_number":"0001213900-26-068127","cik":"0002010930","ticker":"ALF","issuer_name":"Centurion Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2010930/0001213900-26-068127-index.html","primary_entity_key":"0002010930","primary_entity_name":"Centurion Acquisition Corp."},"word_count":1062,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 11, 2026, Centurion Acquisition\nCorp., a Cayman Islands exempted company (the “Company”), and Centurion Sponsor LP, the Company’s sponsor (the “Sponsor”),\nentered into agreements (collectively, the “Non-Redemption Agreements”) with one or more shareholders of the Company (each,\nan “Investor”) in exchange for such Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously\nmade in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal (as defined below),\nwith respect to an aggregate of 4,675,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class\nA ordinary shares” and, such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the EGM\n(as defined below).\n\n \n\nOn May 21, 2026, the Company filed\na definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the\n“SEC”) for the purpose of calling an extraordinary general meeting of the shareholders of the Company (the “EGM”)\nto vote on, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (“Articles”)\nto extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization\nor similar business combination (a “business combination”) from June 12, 2026 to June 12, 2027 (the “Extension Amendment\nProposal”).\n\n \n\nIn exchange for the foregoing\ncommitments by the Investors, the Sponsor has agreed to transfer to such Investors an aggregate of 1,558,333 Class A ordinary shares of\nthe Company held by it, at a ratio agreed between the parties promptly following the closing of the Company’s initial business combination,\nconditional on, among other matters, (i) such Investors not exercising (or having validly rescinded any prior exercise of) their redemption\nrights with respect to the Non-Redeemed Shares in connection with the EGM, (ii) such Investors voting or consenting in favor of the Extension\nAmendment Proposal at the EGM and (iii) the Extension Amendment Proposal being approved at the EGM.\n\n \n\nEach Non-Redemption Agreement\nshall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension Amendment Proposal at\nthe EGM, (ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation or dissolution\nof the Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise by an Investor\nof its redemption rights with respect to the Non-Redeemed Shares or the failure by such Investor to vote in favor of the Extension Amendment\nProposal at the EGM.\n\n \n\nThe Non-Redemption Agreements\nare expected to increase the likelihood that the Extension Amendment Proposal is approved by the Company’s shareholders at the EGM\nand to increase the amount of funds that remain in the Company’s trust account established in connection with the Company’s\ninitial public offering following the EGM. The Company and the Sponsor may enter into additional, similar non-redemption agreements in\nconnection with the EGM.\n\n \n\nThe foregoing summary of the Non-Redemption\nAgreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached\nhereto as Exhibit 10.1, which is incorporated herein by reference.\n\n** **\n\n**Additional Information\nand Where to Find It**\n\n \n\nThe Company\nhas filed the Proxy Statement to be used to seek shareholder approval of, among other things, the Extension Amendment Proposal. The Company\nhas mailed the Proxy Statement to its shareholders of record as of May 6, 2026 on or about May 22, 2026. Investors and security holders\nof the Company are advised to read the Proxy Statement and any amendments or supplements thereto, because these documents contain or will\ncontain important information about the Extension Amendment Proposal and the Company. Shareholders will also be able to obtain copies\nof the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Centurion Acquisition\nCorp., 667 Madison Avenue, 5th Floor, New York, New York 10065.\n\n \n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company\nand its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Amendment\nProposal under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their\ninterests in the Company and the Extension Amendment Proposal are set forth in the Company’s Annual Report on Form 10-K for\nthe year ended December 31, 2025, which was filed with the SEC on March 12, 2026 (the “Annual Report”), and the definitive\nProxy Statement which was filed with the SEC on May 21, 2026. These documents can be obtained free of charge from the sources indicated\nabove.\n\n \n\n**Forward-Looking Statements**\n\n \n\nCertain\nstatements made in this Current Report are “forward looking statements” within the meaning of the “safe harbor”\nprovisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report, the words “estimates,”\n“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”\n“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”\nand variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify\nforward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve\na number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s\ncontrol, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important\nfactors, among others, that may affect actual results or outcomes include: the risk that approval of the Company’s shareholders\nfor the Extension Amendment Proposal is not obtained; the inability of the Company to enter into a definitive agreement with respect to\nan initial business combination within the time provided in the Company’s Articles; the level of redemptions made by the Company’s\nshareholders in connection with the Extension Amendment Proposal and its impact on the amount of funds available in the Company’s\ntrust account to complete an initial business combination; and those factors discussed in the Annual Report under the heading “Risk\nFactors,” and other documents of the Company filed, or to be filed, with the SEC. The Company does not undertake any obligation\nto update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required\nby law."}