ALFUU 10-K & 10-Q changes, risk factors and insider trading
Centurion Acquisition Corp. (also ALF, ALFUW) · Nasdaq · Blank Checks · CIK 2010930 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its holders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased atsee in full comparisonatthe time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fairfairmarket value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,addition,certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carryout,out and prevent the abuse or avoidance of the Excise Tax.OnInAprilJune12,of 2024, the Treasury andpublished proposedIRS issued final Treasury regulationsaddressingon the reporting and payment of the Excise Tax.SuchInproposedNovember of 2025, the Treasury and IRS issued final Treasury regulationsclarifyonmanytheaspectscomputation of the ExciseTax, although the interpretation and operation of certain other aspects of the Excise Tax remain unclear. Although these proposed Treasury regulations are not final, taxpayers generally may rely on them until final Treasury regulations are issued.Tax.
“However, there can be no assurance that final regulations will not adversely affect the accuracy of the below description of the Excise Tax considerations that may be applicable to us if we were to become a “covered corporation” in the future.”see in full comparison
We issued warrants to purchase 14,375,000 Class A Ordinary Shares in connection with the IPO and, simultaneously with the closing of the IPO, we issued in a private placement an aggregate of 7,000,000 Private Placement Warrants, at $1.00 per warrant. In addition, if our Sponsor or an affiliate of our Sponsor or certain of our officers and directors makes any working capital loans (assee in full comparisondefineddescribed below in “Itemthe13.“Certain Relationships and Related Party Loans and Director Independence”section), such lender may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant.
Our Public Shareholders will be entitled to receive funds from the Trust Account only upon thesee in full comparisonearlierearliest to occur of: (i) our completion of an initial Business Combination, and then only in connection with those Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, andand(iii) the redemption ofour Public Shares if we are unable to complete an initial Business Combination within the Completion Window, subject to applicable law and as further described herein. In addition, if our plan to redeemour Public Shares if we are unable to complete an initial Business Combination within the Completion Window, subject to applicable law and as further described herein. In addition, if our plan to redeem our Public Shares if we are unable to complete an initial Business Combination within the Completion Window for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, Public Shareholders may be forced to wait beyond the Completion Window before they receive funds from our Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.
On January 23, 2024, our Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of our expenses, for which we issued 5,750,000 Founders Shares to our Sponsor. On April 29, 2024, we affected a share capitalization of 1,437,500 Founder Shares, resulting in our Sponsor holding 7,187,500 Founder Shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash paid to the Company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation at the time that the total size of the IPO would be a maximum of 28,750,000 units if the underwriters’ over-allotment optionsee in full comparisoniswas exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. Please see “Item. 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for more information on the number of Founder Shares our Sponsor and our other initial shareholders hold.
If (i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price of less than $9.20 per Class A Ordinary Share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) of our Class A Ordinary Shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described insee in full comparisontheExhibitregistration statement for our IPO under4.5 “Description of Securities- Warrants - Public Warrants - Redemption of warrants for cash” to this Form 10-K will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.
Full comparison: every changed paragraph (21)
In
the event that our Sponsor,
initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately
negotiated transactions
from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders
would be required to
revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases
by byour Sponsor, initial
shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18
under the Exchange
Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing,
pricing and volume of purchases.
We
will comply with the proxy
rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial Business
Combination. Despite our
compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents,
as applicable, such shareholder
may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender
offer documents, as applicable, that
we will furnish to holders of our Public Shares in connection with our initial Business Combination
will describe the various procedures
that must be complied with in order to validly tender or submit Public Shares for redemption. For
example, we intend to require our Public
Shareholders seeking to exercise their redemption rights, whether they are record holders or
hold their shares in “street name,”
to, at the holder’s option, either deliver their share certificates to our transfer
agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer
documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the
proposal to approve the initial Business Combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we
intend to require a Public Shareholder seeking redemption
of its Public Shares to also submit a written request for redemption to our
transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In
the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as
applicable, its shares may not be redeemed. See the section of this
Form 10-K entitled “Business – Manner of Conducting Redemptions.”
If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercisability and exercise price. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares, and our warrants will expire worthless.
Our
initial shareholders own
20% of our issued and outstanding ordinary.ordinary shares. Accordingly, they may exert a substantial influence on actions
requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our amended and restated memorandum
and articles of association.
In addition, prior to the closing of our initial Business Combination, only holders of our Founder Shares
will have the right to vote
to continue the company in a jurisdiction outside the Cayman Islands. This provision of our amended and restated
memorandum and articles
of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares
which are represented in
person or by proxy and are voted at our general meeting. As a result, you will not have any influence over our
continuation in a jurisdiction
outside the Cayman Islands prior to our initial Business Combination.
Section
404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report onthis Form 10-K for the year10-K.
ending December 31, 2025. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify
as an emerging growth
company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required
to comply with
the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The fact
that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on
us as compared
to other public companies because a target business with which we seek to complete our initial Business Combination may
not be in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the
internal control of
any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete
any such Business
Combination.
Prior
to our IPO, our Sponsor
paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per share.
As a result, the value of
your Public Shares may be significantly diluted upon the consummation of our initial Business Combination,
when the Founder Shares are
converted into Class A Ordinary Shares. For example, the following table shows the dilutive effect of the
Founder Shares on the implied
value of the Public Shares upon the consummation of our initial Business Combination assuming that our
equity value at that time is $
238,750,000$273,812,500 (following payment of $11,250,000$13,687,500 of deferred underwriting commissions), which is the amount
we would have for our initial
Business Combination in the Trust Account assuming no interest is earned on the funds held in the Trust
Account and no Public Shares are
redeemed in connection with our initial Business Combination, and without taking into account any other
potential impacts on our valuation
at such time, such as the trading price of our Public Shares, the Business Combination transaction
costs, any equity issued or cash paid
to the target’s sellers or other third parties, or the target’s business itself, including
its assets, liabilities, management
and prospects, as well as the value of our public and private warrants. At such valuation, each of
our ordinary shares would have an implied
value of $7.64$7.62 per share upon consummation of our initial Business Combination, which is a 23.6%
23.8% decrease as compared to the initial implied
value per Public Share (after taking into consideration the payment of the deferred
underwriting commission) of $10.00.
Our
operations are dependent
upon a relatively small group of individuals and, in particular, our executive officers and directors and the
members of our advisory
board. We believe that our success depends on the continued service of our officers, directorsofficers and members of our advisory board,directors, at least until
until we have completed our initial Business Combination. In addition, our executive officers and directors are not required to commit any
any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business
activities, including identifying potential Business Combinations and monitoring the related due diligence. We do not have an employment
agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services
of of
one or more of our directors or executive officers could have a detrimental effect on us.
Our
executive officers and
directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating
their time between our operations and our search for a Business Combination and their other businesses. We
do not intend to have any full-time
employees prior to the completion of our initial Business Combination. If our executive officers’
and directors’ other business
affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit
their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial Business Combination.
Any such companies, businesses or investments may present additional conflicts of interest in pursuing
an initial Business Combination
target. However, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial Business
Combination. For a complete discussion of our executive officers’ and directors’ other business
affairs, please see “ManagementItem -10. Directors, Executive Officers
and Directors.Corporate Governance.”
On
January 23, 2024, our Sponsor
made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of our expenses,
for which we issued 5,750,000
Founders Shares to our Sponsor. On April 29, 2024, we affected a share capitalization of 1,437,500 Founder
Shares, resulting in our Sponsor
holding 7,187,500 Founder Shares. Prior to the initial investment in the Company of $25,000 by our Sponsor,
we had no assets, tangible
or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash paid
to the Company by the number
of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation
at the time that the total
size of the IPO would be a maximum of 28,750,000 units if the underwriters’ over-allotment option is was
exercised in full, and therefore
that such Founder Shares would represent 20% of the outstanding shares after the IPO. Please see “Item.
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for more information on
the number of Founder Shares our Sponsor and our other initial shareholders hold.
The
non-managing Sponsor investors
are not required to (i) hold any units, Class A Ordinary Shares or Public Warrants they purchased in the
IPO or thereafter for any amount
of time, (ii) vote any Class A Ordinary Shares they may own at the applicable time in favor of our initial
Business Combination or (iii)
refrain from exercising their right to redeem their Public Shares at the time of our initial Business Combination.
The non-managing Sponsor
investors will have the same rights to the funds held in the Trust Account with respect to the Class A Ordinary
Shares underlying the
units Units they may purchasepurchased in the initial offeringIPO as the rights afforded to our other Public Shareholders.
Our
Public Shareholders will
be entitled to receive funds from the Trust Account only upon the earlierearliest to occur of: (i) our completion of
an initial Business Combination,
and then only in connection with those Class A Ordinary Shares that such shareholder properly elected
to redeem, subject to the limitations
described herein, (ii) the redemption of any Public Shares properly submitted in connection with
a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to redeem 100% of our Public
Shares if we do not complete our initial Business Combination within the Completion Window
or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity,
and and(iii) the redemption of our Public Shares if we are
unable to complete an initial Business Combination within the Completion Window, subject to applicable law and as further described herein.
In addition, if our plan to redeem our Public Shares if we are unable to complete an initial Business Combination within the Completion Window,
subject to applicable law and as further described herein. In addition, if our plan to redeem our Public Shares if we are unable to complete
an initial Business Combination within the Completion Window for any reason, compliance with Cayman Islands law may require that we submit
a plan of dissolution to our then-existing shareholders
for approval prior to the distribution of the proceeds held in our Trust Account.
In that case, Public Shareholders may be forced to wait
beyond the Completion Window before they receive funds from our Trust Account.
In no other circumstances will a Public Shareholder have
any right or interest of any kind in the Trust Account. Holders of warrants
will not have any right to the proceeds held in the Trust
Account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your Public Shares or warrants,
potentially at a loss.
Nasdaq American
may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional
trading restrictions.
Our Units
Units, Class A Ordinary
Shares, and Public Warrants are listed on Nasdaq. We cannot assure you that our securities will continue to be
listed on Nasdaq in the
future or prior to our initial Business Combination. In order to continue listing our securities on Nasdaq prior
to our initial Business
Combination, we must maintain certain financial, distribution and share price levels. Additionally, in connection
with our initial Business
Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements,
which are more rigorous than
Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities
on Nasdaq. We cannot assure
you that we will be able to meet those initial listing requirements at that time.
We
registered the Class A Ordinary
Shares issuable upon exercise of the warrants in the registration statement for our IPO because the warrants
will become exercisable 30
days after the completion of our initial Business Combination, which may be within one year of the IPO.Combination. However, because the warrants
will be exercisable
until their expiration date of up to five years after the completion of our initial Business Combination, in order
to comply with the
requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial Business Combination
under the terms
of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after
the closing
of our initial Business Combination, we will use our best efforts to file with the SEC a post- effective amendment to the registration
registration statement for our IPO, or a new registration statement covering the registration under the Securities Act of the Class A
Ordinary Shares
issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective
within 60 business
days following our initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary
Shares issuable
upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.
We cannot
assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in
the information
set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference
therein are not
current or correct or the SEC issues a stop order.
If
(i) we issue additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our
initial Business Combination
at a Newly Issued Price of less than $9.20 per Class A Ordinary Share, (ii) the aggregate gross proceeds
from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
Business Combination (net of
redemptions), and (iii) the volume weighted average trading price of the Ordinary Shares during the
20 trading day period starting
on the trading day prior to the day on which the Company consummates the Business Combination (such price,
the “Market Value”)
of our Class A Ordinary Shares is below $9.20 per share, then the exercise price of the
warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and
the $18.00 per share redemption trigger prices described
in theExhibit registration statement for our IPO under4.5 “Description of Securities - Warrants - Public
Warrants - Redemption of warrants for cash” to this Form 10-K
will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price. This may make
it more difficult for us to consummate an initial Business
Combination with a target business.
We
issued warrants to purchase
14,375,000 Class A Ordinary Shares in connection with the IPO and, simultaneously with the closing of the
IPO, we issued in a private
placement an aggregate of 7,000,000 Private Placement Warrants, at $1.00 per warrant. In addition, if our
Sponsor or an affiliate of our
Sponsor or certain of our officers and directors makes any working capital loans (as defineddescribed below in
“Item the13. “Certain Relationships and Related Party Loans and Director Independence”
section), such lender may convert those
loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per
warrant.
Past
performance by our management team,
our advisorsteam and their respective affiliates, including investments and transactions in which they have participated
and businesses with
which they have been associated, may not be indicative of future performance of an investment in the company.Company.
Information
regarding our management
team, our advisorsteam and their respective affiliates, including investments and transactions in which they have participated
and businesses
with which they have been associated, is presented for informational purposes only. Any past experience and performance
by our management
team, our advisors and their respective affiliates and the businesses with which they have been associated, is not
a guarantee that we
will be able to successfully identify a suitable candidate for our initial Business Combination, that we will be
able to provide positive
returns to our shareholders, or of any results with respect to any initial Business Combination we may consummate.
You should not rely
on the historical experiences of our management team, our advisors and their respective affiliates, including investments
and transactions
in which they have participated and businesses with which they have been associated, as indicative of the future performance
of an investment
in us or as indicative of every prior investment by each of the members of our management team, our advisors or their
respective affiliates.
The market price of our securities may be influenced by numerous factors, many of which are beyond our control,
and our shareholders may
experience losses on their investment in our securities.
An
investment in our securities
may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities
that directly address instruments
similar to the units we issued in our IPO, the allocation an investor makes with respect to the purchase
price of a unit between
the Class A Ordinary Share and the one-half of one warrant included in each unit could be challenged by the IRS
or courts. In addition,
the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued in
our IPO is unclear
under current law. Finally, it is unclear whether the redemption rights with respect to our Class A Ordinary Shares
suspend the running
of a U.S. Holder’s (as defined in section of the IPO registration statement titled “Taxation —- United
States Federal Income Tax Considerations —- U.S. Holders”) holding period for purposes of determining whether
any gain or loss realized by such holder on the sale or exchange of Class A Ordinary Shares is long-term capital gain or loss and for
determining whether any dividend we pay would be considered “qualified dividend income” for U.S. federal income tax purposes.
See the section of our IPO registration statement titled “Taxation —- United States Federal Income Tax Considerations”
for a summary of the U.S. federal income tax considerations of an investment in our securities. Investors are urged to consult their
own own
tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.
On
August 16, 2022, President
Biden signed into law the Inflation Reduction Act of 2022, which, among other things, generally imposes a
1% U.S. federal excise tax (the
“Excise Tax”) on certain repurchases of stock by “covered corporations” (which
include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.)
corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its holders
from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased
at at
the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the
fair fair
market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In
addition, addition,
certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority
to provide
regulations and other guidance to carry out,out and prevent the abuse or avoidance of the Excise Tax. OnIn AprilJune 12,of 2024, the Treasury
and published
proposedIRS issued final Treasury regulations addressingon the reporting and payment of the Excise Tax. SuchIn proposedNovember of 2025, the Treasury and IRS issued
final Treasury regulations clarifyon manythe aspectscomputation of the Excise Tax, although
the interpretation and operation of certain other aspects of the Excise Tax remain unclear. Although these proposed Treasury regulations
are not final, taxpayers generally may rely on them until final Treasury regulations are issued.Tax.
However, there can be no assurance
that final regulations will not adversely affect the accuracy of the below description of the Excise Tax considerations that may be applicable
to us if we were to become a “covered corporation” in the future.
Management's Discussion & Analysis (MD&A)
Largest changes
“In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. A projected working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. …”see in full comparison
Wesee in full comparisondo not believe we willneed to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, wemay need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debtdebtin connection with such Business Combination.
“For the year ended December 31, 2025, cash used in operating activities was $564,445. Net income of $11,742,335 was affected by dividends and interest earned on marketable securities and cash held in the Trust Account of $12,368,165. Changes in operating assets and liabilities provided $61,385 of cash for operating activities.”see in full comparison
“For the year ended December 31, 2025, we had net income of $11,742,335, which consists of dividends and interest income on marketable securities and cash held in the Trust Account of $12,368,584 partially offset by formation and operating costs of $626,249.”see in full comparison
As of December 31,see in full comparison2024,2025, we had marketable securities held in the Trust Account of$295,805,962 (including $8,231,350 of interest income and $74,612 of unrealized gains)$308,174,127 consisting of U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. We may withdraw dividends and interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Full comparison: every changed paragraph (7)
We are a blank check company incorporated in the Cayman Islands on January 18, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
For the year ended December 31, 2025, we had net income of $11,742,335, which consists of dividends and interest income on marketable securities and cash held in the Trust Account of $12,368,584 partially offset by formation and operating costs of $626,249.
LiquidityLiquidity,
Capital Resources and CapitalGoing ResourcesConcern
For the year ended December 31, 2025, cash used in operating activities was $564,445. Net income of $11,742,335 was affected by dividends and interest earned on marketable securities and cash held in the Trust Account of $12,368,165. Changes in operating assets and liabilities provided $61,385 of cash for operating activities.
As
of December 31, 2024,2025, we
had marketable securities held in the Trust Account of $295,805,962 (including $8,231,350 of interest income and $74,612 of unrealized
gains)$308,174,127 consisting of U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company
Act, which invest only in direct U.S. government treasury obligations. We may
withdraw dividends and interest from the Trust Account
to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest
earned on the Trust Account (less income taxes payable, if any), to complete our Business
Combination. To the extent that our share capital
or debt is used, in whole or in part, as consideration to complete our Business Combination,
the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue
our growth strategies.
We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover,
we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant
number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur
debt debt
in connection with such Business Combination.
In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. A projected working capital deficit and the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination, raises substantial doubt about our ability to continue as a going concern. We initially have until June 12, 2026 to consummate the initial Business Combination (assuming no extensions). It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2026.
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026.
Largest changes
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the year ended December 31,see in full comparison20252025, filed with theSEC.SEC on March 12, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in ourfinalAnnualprospectusReport on Form 10-K foritstheInitialyearPublicendedOfferingDecember 31, 2025, filed with theSEC.SEC on March 12, 2026.
Full comparison: every changed paragraph (1)
Factors
that could cause our actual results to
differ materially from those in this Quarterly Report include the risk factors described in our
Annual Report on Form 10-K for the year
ended December 31, 20252025, filed with the SEC.SEC on March 12, 2026. As of the date of this Quarterly
Report, there have been no material changes to the risk factors
disclosed in our finalAnnual prospectusReport on Form 10-K for itsthe Initialyear Publicended OfferingDecember
31, 2025, filed with the SEC.SEC on March 12, 2026.
Management's Discussion & Analysis (MD&A)
New heading “Extraordinary General Meeting”
New heading “Non-Redemption Agreements”
New heading “Conversion of Class B Ordinary Shares to Class A Ordinary Shares”
Largest changes
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Actsee in full comparisonof 1933and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in thisFormQuarterly10-QReport including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a BusinessCombination (as defined below),Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of a Business CombinationCombinationare not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with theU.S. Securities and Exchange Commission (the “SEC”)on March 12, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
“In exchange for the foregoing commitments by the NRA Investors, the Sponsor has agreed to transfer to such NRA Investors an aggregate of 1,558,332 Class A Ordinary Shares held by it promptly following the closing of our initial Business Combination, conditional on, among other matters, (i) such NRA Investors not exercising (or having validly rescinded any prior exercise of) their redemption rights with respect to the Non-Redeemed Shares in connection with the June 2026 Extraordinary General Meeting, (ii) such NRA Investors voting or consenting in favor of the Extension Amendment Proposal at …”see in full comparison
“On June 11, 2026, in connection with the June 2026 Extraordinary General Meeting, we and the Sponsor entered into agreements (collectively, the “Non-Redemption Agreements”) with one or more of our shareholders (each, an “NRA Investor”) in exchange for such NRA Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal, with respect to an aggregate of 4,674,999 Class A Ordinary Shares (such shares subject to the Non-Redemption Agreements, the …”see in full comparison
Full comparison: every changed paragraph (22)
This
Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Exchange Act that are not historical
facts and involve risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All
statements, other than statements of historical fact included in this FormQuarterly 10-QReport including,
without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
regarding the completion of a Business Combination (as
defined below),Combination, the Company’s financial position, business strategy and the plans and objectives
of management for future operations,
are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,”
“estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking
statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs,
based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from
the events, performance and results discussed in the forward-looking statements, including that the conditions of a Business
Combination Combination
are not satisfied. For information identifying important factors that could cause actual results to differ materially from
those anticipated
in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2025, filed with
the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2026. The Company’s securities filings can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.
Extraordinary General Meeting
On June 12, 2026, we held an extraordinary general meeting of shareholders (the “June 2026 Extraordinary General Meeting”) at which our shareholders approved a proposal to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate an 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 our board of directors and included in a public announcement (the “Extension Amendment Proposal”).
In connection with the June 2026 Extraordinary General Meeting, shareholders holding an aggregate of 23,802,843 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds held in 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, as of June 16, 2026.
Non-Redemption Agreements
On June 11, 2026, in connection with the June 2026 Extraordinary General Meeting, we and the Sponsor entered into agreements (collectively, the “Non-Redemption Agreements”) with one or more of our shareholders (each, an “NRA Investor”) in exchange for such NRA Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal, with respect to an aggregate of 4,674,999 Class A Ordinary Shares (such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the June 2026 Extraordinary General Meeting.
In exchange for the foregoing commitments by the NRA Investors, the Sponsor has agreed to transfer to such NRA Investors an aggregate of 1,558,332 Class A Ordinary Shares held by it promptly following the closing of our initial Business Combination, conditional on, among other matters, (i) such NRA Investors not exercising (or having validly rescinded any prior exercise of) their redemption rights with respect to the Non-Redeemed Shares in connection with the June 2026 Extraordinary General Meeting, (ii) such NRA Investors voting or consenting in favor of the Extension Amendment Proposal at the June 2026 Extraordinary General Meeting and (iii) the Extension Amendment Proposal being approved at the June 2026 Extraordinary General Meeting.
Conversion of Class B Ordinary Shares to Class A Ordinary Shares
On June 8, 2026, we issued an aggregate of 7,187,500 Class A Ordinary Shares to our initial shareholders, upon the conversion (the “Conversion”) of an equal number of Class B Ordinary Shares held by them. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions and waiver of redemption rights. The Conversion did not result in any cash proceeds to the Company and did not affect the amount held in the Trust Account.
We
have neither engaged in any operations nor
generated any revenues to date. Our only activities from January 18, 2024 (inception) through
June March 31,30, 2026 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and identifying
a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business
Combination. We generate non-operating
income in the form of interest income on marketable securities held in the Trust Account. We incur
expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had
had net income of $2,520,110,$956,047, which consists of dividends and interest earned on marketable securities held in the Trust Account and cash of
of $2,721,854$2,400,356 partially offset by general and administrative costs of $201,744.$256,860 and non-redemption agreement expense of $1,187,449.
For
the three months ended MarchJune 31,30, 2025, we
had a net income of $2,900,293,$3,046,155, which consists of dividends and interest earnedincome on marketable
securities securitiesand cash held in the Trust Account and cash
of $3,050,159$3,181,701 partially offset by general and administrative costs of $149,866.$135,546.
For the six months ended June 30, 2026, we had net income of $3,476,157, which consists of dividends and interest earned on marketable securities held in the Trust Account and cash of $5,122,210 partially offset by general and administrative costs of $458,604 and non-redemption agreement expense of $1,187,449.
For the six months ended June 30, 2025, we had net income of $5,946,448, which consists of dividends and interest income on marketable securities and cash held in the Trust Account of $6,231,860 partially offset by general and administrative costs of $285,412.
For the threesix months ended MarchJune 31,30, 2026, cash used
used in operating activities was $72,157.$99,132. Net income of $2,520,110$3,476,157 was affected by dividends and interest earned on marketable securities held
held in the Trust Account and cash of $2,721,849.$5,122,202 and non-redemption agreement expense of $1,187,449. Changes in operating assets and liabilities
provided $129,582$359,464 of cash for operating
activities.
For
the threesix months ended MarchJune 31,30, 2025, cash
used in operating activities was $173,170.$242,262. Net income of $2,900,293$5,946,448 was affected by dividends
and interest earned on marketable securities
and cash held in the Trust Account and cash of $3,049,996.$6,231,577. Changes in operating assets and liabilities
provided used $23,467$42,867 of cash for operating activities.
As
of MarchJune 31,30, 2026, we had marketable securities
held in the Trust Account of $310,895,976$53,995,912 consisting of U.S. government treasury obligations
with a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act, which invest only in direct U.S. government
treasury obligations. We may withdraw dividends and interest from the Trust Account
to pay taxes, if any. We intend to use substantially
all of the funds held in the Trust Account, including any amounts representing interest
earned on the Trust Account (less income taxes
payable, if any), to complete our Business Combination. To the extent that our share capital
or debt is used, in whole or in part, as
consideration to complete our Business Combination, the remaining proceeds held in the Trust
Account will be used as working capital to
finance the operations of the target business or businesses, make other acquisitions and pursue
our growth strategies.
As
of MarchJune 31,30, 2026, we had cash of $28,828.
$1,853. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of
prospective target businesses, and structure, negotiate
and complete a Business Combination.
In
connection with our assessment of going concern
considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements-Going
Concern,” we have incurred
and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
A working capital deficit and the
expectation of significant future costs raises substantial doubt about our ability to continue as a
going concern within one year after
the date that the unaudited condensed financial statements are issued. Additionally, management has
determined that the mandatory liquidation
and subsequent dissolution, should we be unable to complete a Business Combination within the
Completion Window, raises substantial doubt
about our ability to continue as a going concern. We initially have until June 12, 20262027 to consummate
the initial Business Combination
(assuming no further extensions). It is uncertain that we will be able to consummate a Business Combination
by this time. If a Business Combination
is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.
No adjustments have been made to the
carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2026.2027.
We
have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate
in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into
any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities,
or purchased any non-financial assets.
We describe our significant accounting policies
in Note 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this Form 10-Q. Our auditedunaudited
unaudited condensed financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that
the Company’s
management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On
an ongoing basis, the
Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that
our unaudited condensed
financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical
experience, terms of existing
contracts, industry trends and information available from outside sources, as appropriate. However, by their
nature, judgments are subject
to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
ALFUU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-08 | Vu Thomas Theodore |
Conversion | 30,000 | — | — |
| 2026-06-08 | Centurion Sponsor Lp |
Conversion | 7,067,500 | — | — |
| 2026-06-08 | Jesselson Michael G |
Conversion | 30,000 | — | — |
| 2026-06-08 | Rosen Mickie |
Conversion | 30,000 | — | — |
| 2026-06-08 | Foresman Robert |
Conversion | 30,000 | — | — |
Well-known investors holding ALFUU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 1,309,906 | $14.1M | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 625,000 | $6.7M | — | Sold out |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 12,068 | $130.5K | 0.0% | New position |