DEF 14A of Centurion Acquisition Corp.
Filed May 21, 20260001213900-26-060139
What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals?
What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals? The Sponsor and the Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of Founder Shares, the ownership of the Private Placement Warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and Officers.”
Interests of the Sponsor and the Company’s Directors and Officers
Interests of the Sponsor and the Company’s Directors and Officers When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things: • If the Extension is not approved and we do not consummate an initial business combination by the Current Outside Date, the 7,067,500 Founder Shares held by the Sponsor (whose general partner’s manager is our president) will be worthless (as the Sponsor has waived liquidation rights with respect to such shares), as will the 4,500,000 Private Placement Warrants held by the Sponsor. The Founder Shares held by the Sponsor had an aggregate market value of approximately $76.6 million based on the closing price of our public shares of $10.84 on the Record Date and the Private Placement Warrants had an aggregate market value of approximately $855,000 based on the last sale price of our public warrants of $0.19 on the Record Date; • If the Extension is not approved and we do not consummate an initial business combination by the Current Outside Date, the 120,000 Founder Shares held by the Company’s independent directors will be worthless (as the Company’s independent directors have waived liquidation rights with respect to such shares). The Founder Shares held by the Company’s independent directors had an aggregate market value of approximately $1.3 million based on the last sale price of our public shares of $10.84 on the Record Date; • All rights specified in the Articles relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after an initial business combination and, if the Extension is not approved and no initial business combination is completed by the Current Outside Date, so that the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; • In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Centurion if and to the extent any claims by a third party for services rendered or products sold to Centurion, or a prospective target business with which Centurion has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for Centurion’s independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, less taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. • None of the Company’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Extraordinary General Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter; and • The Insiders and each of their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if the Extension is not approved and we do not consummate an initial business combination by the Current Outside Date, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses.