Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2026, Centurion Acquisition Corp., a Cayman Islands exempted company (the "Company"), and Centurion Sponsor LP, the Company's sponsor (the "Sponsor"), entered into agreements (collectively, the "Non-Redemption Agreements") with one or more shareholders of the Company (each, an "Investor") in exchange for such 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 (as defined below), with respect to an aggregate of 4,675,000 of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares" and, such shares subject to the Non-Redemption Agreements, the "Non-Redeemed Shares"), at the EGM (as defined below).

On May 21, 2026, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") for the purpose of calling an extraordinary general meeting of the shareholders of the Company (the "EGM") to vote on, among other things, a proposal to amend the Company's amended and restated memorandum and articles of association ("Articles") to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a "business combination") from June 12, 2026 to June 12, 2027 (the "Extension Amendment Proposal").

In exchange for the foregoing commitments by the Investors, the Sponsor has agreed to transfer to such Investors an aggregate of 1,558,333 Class A ordinary shares of the Company held by it, at a ratio agreed between the parties promptly following the closing of the Company's initial business combination, conditional on, among other matters, (i) such Investors not exercising (or having validly rescinded any prior exercise of) their redemption rights with respect to the Non-Redeemed Shares in connection with the EGM, (ii) such Investors voting or consenting in favor of the Extension Amendment Proposal at the EGM and (iii) the Extension Amendment Proposal being approved at the EGM.

Each Non-Redemption Agreement shall terminate on the earliest of (i) the failure of the Company's shareholders to approve the Extension Amendment Proposal at the EGM, (ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation or dissolution of the Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise by an Investor of its redemption rights with respect to the Non-Redeemed Shares or the failure by such Investor to vote in favor of the Extension Amendment Proposal at the EGM.

The Non-Redemption Agreements are expected to increase the likelihood that the Extension Amendment Proposal is approved by the Company's shareholders at the EGM and to increase the amount of funds that remain in the Company's trust account established in connection with the Company's initial public offering following the EGM. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the EGM.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Additional Information and Where to Find It

The Company has filed the Proxy Statement to be used to seek shareholder approval of, among other things, the Extension Amendment Proposal. The Company has mailed the Proxy Statement to its shareholders of record as of May 6, 2026 on or about May 22, 2026. Investors and security holders of the Company are advised to read the Proxy Statement and any amendments or supplements thereto, because these documents contain or will contain important information about the Extension Amendment Proposal and the Company. Shareholders will also be able to obtain copies of the Proxy Statement, without charge, at the SEC's website at www.sec.gov or by directing a request to: Centurion Acquisition Corp., 667 Madison Avenue, 5th Floor, New York, New York 10065.