Centurion Acquisition Corp.

Investors must evaluate whether to extract the estimated $10.85 cash value immediately or retain exposure to a potential de-SPAC over the next year, knowing public warrants will expire worthless if no combination occurs by June 12, 2027. The sponsor's explicit strategy to buy public shares to engineer approval without proportionally draining the trust alters the effective capital structure and economic recovery for remaining shareholders. The proxy provides extensive U.S. federal income tax analysis, noting redemptions may be treated as taxable corporate distributions subject to complex Passive Foreign Investment Company (PFIC) excess distribution regimes rather than capital gains, heavily dependent on shareholder residency and constructive ownership. The document contains no claims regarding customer acquisitions, revenue generation, market sizing, strategic partnerships, technological developments, or pending litigation; all substantive content pertains to voting mechanics, trust distribution parameters, sponsor conduct, and regulatory/tax disclosures.

This preliminary proxy statement establishes the immediate mechanical pathway for ALF investors to exit or remain invested beyond the original lifecycle. Approving the extension delays mandatory liquidation and preserves deal completion rights through June 12, 2027, while simultaneously opening a redemption window at the documented approximate $10.85 per share value.

Attributed to management disclosures, the proximity to the June 12, 2026 liquidation deadline combined with the explicit going concern warning and near-zero operating cash signals that an extension vote or merger announcement would be urgently required to avoid forced dissolution. For redemption-focused investors, the $10.81 trust floor suggests market pricing is reflecting current higher-yield trust environment assumptions, but the severe cash crunch dramatically elevates the probability that shares will be redeemed or liquidated rather than converted into a post-merger operating entity.

This filing locks in the final countdown mechanics for Centurion, forcing investors to actively choose between preserving capital via early redemption or betting on sponsor-backed extension. The high affirmative vote threshold (58.3% of public shares) demonstrates that default liquidation is a credible risk unless insiders successfully persuade or acquire additional public votes, as sponsor-owned warrants lack voting rights at this stage. The use of a post-redemption sponsor loan instead of upfront cash deposits leaves the precise per-share payout exposed to ongoing operational costs, including the $10,000 monthly administrative payments specified in the sponsor agreement. Because the Board explicitly states there may not be sufficient time before June 12, 2026, and has not announced a target, the document confirms the SPAC remains in its search phase while granting management unilateral authority to shorten the Extended Date via public announcement. Shareholders must compare the current market trading prices against the approximate redemption price and evaluate whether the prospect of delayed liquidity outweighs the certainty of an imminent trust distribution or total warrant loss.

Attributed to management and audited disclosures, the $10.72 per-share trust value confirms automatic accretion shields principal from market depreciation but does not change the binary timeline governed by the unextended June 12, 2026 deadline. The static search status and $100,985 external cash balance signal reliance on the unfunded working capital loan facility to fund pre-deal overhead, meaning aggressive target pacing or unexpected litigation defense costs could accelerate trust withdrawals for taxes and dissolve expenses (capped at up to $100,000) before a merger closes. The sponsor’s director share transfers, executed at nominal prices, reflect performance-condition compensation that only realizes economic value upon successful Business Combination completion, aligning insider retention incentives with shareholder anti-redemption lockups. For public investors, the audit committee’s endorsement of control effectiveness paired with the going concern warning acts as a mechanical countdown: holding units past mid-2026 without an extension vote or merger announcement exposes positions to mandatory liquidation at the $10.72 redemption floor. Additionally, the $13,687,500 deferred underwriting liability creates structural friction for prospective acquirers, likely requiring larger PIPE injections or adjusted net-cash terms to preserve post-merger liquidity ahead of the expiration window.

The $10.62 per-share trust floor dictates the minimum redemption price public shareholders face on any proposed merger or eventual liquidation. The confirmed June 12, 2026 completion deadline creates a compressed timeline for the sponsor to secure and close a target, request a shareholder extension vote, or trigger mandatory dissolution. The $13.69 million deferred underwriting liability and $10,000/month administrative fee represent fixed obligations that erode net deal economics relative to the trust principal. The director compensation structure (founder shares granted contingent on a business combination, valued via Monte Carlo assumptions at $1.98/share) ties key governance incentives directly to deal execution, which may influence timing preferences and target selection criteria. The absence of extension filings or working capital draws signals the sponsor is managing pre-combination burn using existing non-trust liquidity ($226,905 operating cash) while navigating a narrowing operational window.

The filing documents $3,181,581 in carry accretion adding to the redemption pool, which directly supports maximum public shareholder payouts upon liquidation. However, management confirms the entity 'had not commenced any operations' and remains solely in target-search mode, meaning the $285,412 semiannual burn continues against a tight $423,168 off-trust liquidity buffer. The explicit reference to the June 12, 2026 exit threshold—rather than a prolonged or extended timeline—heightens execution urgency and underscores that all interim shareholder value currently derives exclusively from interest accumulation rather than deal progress or sponsor financing deployments.

Investors tracking redemption liquidity can observe the trust accretion supporting current valuations, while the explicit $10,000 monthly cash drain outside the Trust Account highlights working capital depletion risk before a combination, per management’s liquidity discussion. The sponsor’s indemnification pledge to restore trust values below the lesser of $10.00 per share or actual trust holdings directly protects the minimum redemption floor, as outlined in the trust account protections section. The confirmed June 12, 2026 liquidation deadline sets a hard horizon for potential default redemptions, replacing any earlier commercial timelines. All warrant exercise price mechanics, private placement lock-ups, and anti-dilution adjustment triggers remain unchanged and contractually binding through this reporting period, as described in the description of securities exhibit.

The Reporting Persons, certified by Joy Ausili as Trustee and Chad Eisenberg as Chief Operating Officer, expressly state the securities were acquired and are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control. While the filing leaves Centurion Acquisition Corp.’s search status, trustee arrangements, and merger deadline unchanged, the concentrated ownership by these affiliated funds matters for investors tracking vote weight ahead of any extension proposal or de-SPAC transaction. The explicit certification that the stakes were not assembled to influence control or participate in a nomination transaction provides clarity on sponsor and holder conduct, even as it confirms no shift in deal progress or trust distribution mechanics.

Because the registrant expressly documents the Trust Account balance of $292,426,838 and the resulting $10.17 per-share redemption floor, investors can directly benchmark minimum liquidity and payout expectations against the trust's actual accrued interest without importing external valuation conventions. The confirmed June 12, 2026 timeline removes near-term liquidation pressure, granting the sponsor an unextended window to source targets while avoiding mandatory extension triggers. By contractually limiting pre-combination administrative expenditures to $10,000 per month, the Sponsor’s agreed terms preserve accrued trust interest for public shareholders rather than draining it for corporate overhead. Additionally, the recorded grant of 30,000 Founder Shares per independent director establishes a performance-aligned governance structure that may increase diligence rigor throughout the remaining searching phase.

The filing attributes a 6.46% interest in the class to the reporting persons, relying on the 28,750,000 shares outstanding reported by the issuer in its Form 10-Q dated August 13, 2024. It breaks the 1,856,250 share block into specific fund allocations: 431,250 shares for Constellation Master Fund, 318,750 shares for Lake Credit Fund, 300,000 shares for Structured Credit Fund, 281,250 shares for Xing He Master Fund, 187,500 shares for Alpha Star Fund, 168,750 shares for a second Alpha Star Fund entry, 131,250 shares for SC Fund, and 37,500 shares for Purpose Fund - T. Signed by attorney-in-fact Hayley Stein on behalf of the management chain, the filers certify the positions were bought and maintained in the ordinary course of business and not to acquire, influence, or change control of Centurion Acquisition Corp. This provides a verified snapshot of a substantial voting block relevant to future merger ratification or extension decisions, while containing no revenue figures, customer claims, technology roadmaps, or litigation disclosures.

Per the filing, the standard 24-month completion window remains intact until June 12, 2026 without extension filings, defining the baseline horizon for redemption decisions. Management notes the $953,304 working capital covers ongoing search expenses without requiring early liquidation, and the verified $10.02 per share accretion tracks the baseline redemption value for shareholders evaluating holding periods versus exit timing.

This filing alters the liquid trading instruments for ALF shareholders by unbundling the initial public offering units. Holders must instruct their brokers to contact Continental Stock Transfer & Trust Company to effect the separation. The filing specifies that no fractional warrants will be issued, so only whole warrants will trade, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. This mechanical shift does not adjust the redemption calendar, trust account balance, extension rules, or deal progress relative to the June 12, 2024 offering closure. Additionally, President David Gomberg stated the company’s strategic focus will be on the technology sector, targeting video gaming, interactive entertainment, enabling services and technologies, cybersecurity, artificial intelligence, machine learning, Software as a Service, and deep tech.

For investors tracking redemption exposure and liquidity dynamics, the filing establishes a consolidated 6.52% block held by a single decision-making chain, which reduces independent retail or non-affiliated float ahead of any future business combination vote. By anchoring the denominator to the Issuer’s 28,750,000 share count, the group provides a fixed reference point for calculating redemption percentages and post-combination dilution. The shared voting/dispositive structure means proxy solicitation and extension approvals will require alignment across the entire Yorkville ecosystem rather than dispersed holders. Although the filing does not alter the stated liquidation horizon or modify trust distribution mechanics, it confirms sustained institutional positioning during Centurion Acquisition Corp.’s search phase and clarifies accountability for future merger ratification or shareholder meetings.

This filing initializes the redemption mechanics and capital structure that govern shareholder returns throughout the two-year search period. The exact $287,500,000 trust deposit anchors the liquidation baseline for the 28,750,000 public shares, dictating the cash available for redemption if the 24-month deadline expires without a merger. Sponsor alignment and incentives are quantified in detail: the 4,500,000 private warrants obtained at $1.00 provide significant upside leverage compared to public units, while the transfer of 90,000 founder shares to three directors at $0.003 per share triggers $36,900 in stock-based compensation contingent on a business combination occurring. Operational constraints are also evident; the balance sheet shows $843,460 in unrestricted cash against a $10,000/month administrative service agreement active since June 10, 2024, and a $5,000,000 cash underwriting fee already paid. The notes outline up to $1,500,000 in working capital loans convertible at $1.00 per warrant, indicating the sponsor's capacity to fund pre-combination expenses without tapping the trust account, preserving the principal for eventual targets or shareholder redemptions.

This filing finalizes the SPAC's capital base and activates the statutory countdown governing shareholder redemption windows and potential liquidation timelines. The documented trust deposit amount, paired with the deferred underwriting commission structures and sponsor forfeiture provisions, codifies the economic safety nets for public investors during the search phase. Explicit lock-up periods and registration rights dictate the timeline for early insider and underwriter liquidity, while the confirmed absence of a negotiated target clarifies that capital deployment remains unanchored as management pursues opportunities in technology, artificial intelligence, and software sectors.

Investors tracking liquidity and timing should note that the filing removes fixed per-share payout baselines, tying actual redemptions strictly to the trust deposit formulas and creditor priority rules, which could reduce returns if claims arise. The explicit admission that management lacks current substantive discussions contrasts with their history at two prior SPACs (one that merged with MarketWise in July 2021 and another liquidated in February 2023), establishing a sourcing narrative while confirming zero near-term deal certainty.

The acceleration alters only the administrative timing of the S-1 becoming effective, allowing Capital Markets to proceed under the expedited window. Because the filing contains no disclosures regarding trust value per share, investor redemption mechanics, liquidity conditions, or sponsor governance changes, it does not immediately affect shareholder voting or cash-out decisions.

This S-1 fixes the structural parameters governing capital allocation, redemption timelines, and sponsor alignment that will dictate investor outcomes. The disclosed initial trust expectation, $11.50 warrant exercise price, and 20% founder share conversion ratio establish the baseline economics and dilution mechanics that apply unless amended by shareholder vote. The explicit documentation of prior SPAC liquidations and the sponsor’s nominal acquisition cost for founder shares directly informs assessment of acquisition urgency versus capital preservation incentives. By codifying the 24-month deadline, extension mechanics, and liquidation distribution waterfall, the filing provides the definitive reference point for monitoring redemption triggers and trust solvency, while the attributed market sizing and sector strategy frames the operational thesis against which deal execution will be judged.

Strategic, Financial & Governance Substance: Centurion’s executive roster (Chief Executive Officer Mark Gerhard, Chief Operating Officer Riaan Hodgson, President David Gomberg) discloses cumulative operational histories spanning fifteen years together at Jagex Limited and PlayFusion Limited, alongside prior SPAC tenures at Ascendant Digital Acquisition Corp. (which merged with MarketWise in July 2021) and Ascendent Digital Acquisition Corp. III (liquidated in February 2023).

SEC comment letters functionally gate the pace of a SPAC’s capital formation and merger pathway because they mandate textual changes that directly shape the final prospectus and proxy materials presented to redeeming or holding shareholders. Inability to cleanly articulate trust-interest withdrawal rights may force Centurion to either secure external bridge financing for administrative costs or risk insufficient runway to reach a target, thereby increasing the probability of a trust liquidation event that triggers pro-rata redemptions at actual deposited values.

Provides the definitive framework for capital allocation, investor exit pathways, and timeline governance ahead of the IPO. Because trust distributions rely strictly on deposited proceeds ($200,000,000 or $230,000,000 if over-allotment is exercised in full), accrued interest, tax liabilities, and potential creditor claims, final pro rata redemption values will deviate from standardized baselines rather than conform to imported conventions. The $100,000 liquidation expense cap preserves minor trust surplus from erosion.

What changed: Routine compliance exhibit: Amended beneficial ownership report (Schedule 13G/A). This filing identifies Wealthspring Capital LLC and Matthew Simpson as reporting holders. The excerpt contains no share quantities, acquisition percentages, trade dates, or transaction prices, meaning no beneficial ownership thresholds were crossed or altered. Consequently, the SPAC’s core mechanics remain unshifted: no extension proposal, redemption window modification, deal progression update, or sponsor conduct change is disclosed. The text also includes zero strategic, financial, or operational claims—no assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel—so there are no attributable statements from management or third parties to evaluate. Why it matters: Investors tracking redemption deadlines, trust distributions, and merger votes routinely scan 13G/A amendments to detect institutional or insider accumulation that could foreshadow a proxy vote outcome or influence extension timing. Because this submission provides only holder names without block sizes, cost bases, or date-of-acquisition markers, it does not independently alter redemption calendar projections, trust payout expectations, or sponsor behavior assessments. However, the continued filing activity by Wealthspring Capital LLC and Matthew Simpson confirms active regulatory tracking; when subsequent schedules disclose actual quantities or prices, investors can map whether large positions are being consolidated for approval, held for yield exposure, or positioned to tender shares at the disclosed trust level before the stated search deadline expires.(flagged for human review)

What changed: A routine compliance exhibit—a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report—formalizing the pooled reporting of Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong under Rule 13d-1(k). Mechanics & Redemption Calendar: The filing introduces no amendments to Centurion Acquisition Corp.’s trust value, redemption window, extension timeline, or business combination deadline. Sponsor conduct, PIPE financing, and deal pipeline status remain untouched. Other Substance: The document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Its only operational references are a power of attorney dated June 10, 2019, executed by Siu Min Wong for Haymaker Acquisition Corp II, and a cross-reference to a prior Schedule 13G filed on June 19, 2019. Signed solely by Saul Ahn as authorized signatory and attorney-in-fact, the agreement establishes procedural joint-reporting status without altering economic terms or disclosing target criteria. Why it matters: For investors tracking ALF, this document functions as administrative housekeeping that clarifies which entities are aggregating their positions for SEC disclosure. Because the excerpt omits total shares held, percentage thresholds, and acquisition targets, it does not impact trust distribution mechanics, redemption calculations, extension probabilities, or sponsor governance scrutiny. Investors should expect no downstream effects on the search period or capital structure based solely on this joint filing agreement.

What changed: Form 8-K current report detailing the outcomes of an extraordinary general meeting, specifically shareholder approval of an amendment to the Amended and Restated Memorandum and Articles of Association to extend the business combination deadline, accompanied by related share redemptions and trust account distributions. According to the filing by Centurion Acquisition Corp., shareholders voted 21,799,309 For and 8,283,145 Against to amend the Articles, changing the consummation deadline from June 12, 2026 to June 12, 2027. The company reports that holders of 23,802,843 Class A ordinary shares exercised redemption rights during the meeting period. On June 16, 2026, approximately $259.3 million (approximately $10.89 per share) was removed from the Trust Account to pay redeeming holders, leaving approximately $54 million in the Trust Account. Exhibit 3.1 attached to the filing amends Article 51.7 to formally establish the June 12, 2027 Deadline Date and codify the pro-rata cash redemption mechanics under Cayman Islands law. Why it matters: The extension materially resets the redemption and liquidation calendar for public investors, pushing the final deadline to June 12, 2027. The concurrent redemption of roughly 23.8 million shares drains the trust to approximately $54 million, substantially reducing capital available to finance a target acquisition or satisfy future warrant exercises, thereby increasing execution risk and limiting financial flexibility. The amendment locks in the redemption trigger language, ensuring that failure to merge by the new date will mandate a swift liquidation payout. No operational, commercial, or strategic disclosures are contained in the filing; the substance is strictly governance and capital structure.

What changed: Form 4 insider ownership report filed by Centurion Acquisition Corp. As documented by reporting person Robert Foresman, a conversion occurred on 2026-06-08 resulting in the acquisition of 30,000 shares, with 30,000 shares held afterward. With respect to specified mechanics, this submission leaves the redemption deadline of 2027-06-12 unamended, maintains the per-share trust account at $10.89, introduces no extension motion, reports zero target acquisition progression, and discloses no sponsor conduct updates. Regarding other substantive claims, the filing contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel changes. Why it matters: This compliance exhibit records a director-level equity conversion that carries no mechanical force over public redemption windows, trust distribution schedules, or business combination timelines. Because the entity remains designated SEARCHING and names no prospective target, the insider share accumulation neither accelerates voting cycles nor alters liquidation parameters. Investors tracking capital deployment should treat this as a routine administrative disclosure while awaiting merger agreements or shareholder meeting proxies that would explicitly reset redemption calendars or trust valuation benchmarks.

What changed: SEC Form 4 – Statement of Changes in Beneficial Ownership. This routine compliance exhibit documents an insider share adjustment but leaves Centurion Acquisition Corp.’s SPAC mechanics untouched. The company remains in SEARCHING status, maintains a reported trust value of $10.89 per share, and retains its fixed termination deadline of 2027-06-12. No extensions, redemption windows, target acquisition progress, or sponsor conduct deviations are introduced or modified. Why it matters: Director Michael G. Jesselson stated, via the June 15, 2026 submission, that on 2026-06-08 he executed a conversion to acquire 30,000 shares, leaving him with a post-transaction holding of 30,000 shares. The filing contains no additional assertions about customer bases, revenue streams, addressable market sizing, strategic pivots, proprietary technology, commercial partnerships, ongoing litigation, or subsequent personnel appointments. Because the document serves exclusively as a statutory ownership ledger, it neither advances deal timelines nor recalibrates trust distributions, and provides no substantive operational intelligence beyond confirming baseline regulatory disclosure compliance.

What changed: Form 4 — insider ownership report. Per Director Mickie Rosen’s Form 4 filing dated 2026-06-15, a transaction executed on 2026-06-08 involved a conversion that acquired 30,000 shares, resulting in a total post-transaction ownership of 30,000 shares. This insider position update does not alter the $10.89 trust per share, the 2027-06-12 business combination deadline, or the entity’s SEARCHING designation. Why it matters: Tracking redemption deadlines, trust value, extensions, and sponsor conduct reveals no mechanical changes: the $10.89 trust metric remains intact, the 2027-06-12 deadline stands unamended, and no extension or liquidation triggers are cited. Containing zero claims about target customers, revenue projections, market sizing, technology milestones, partnership formations, litigation posture, or executive transitions, the filing isolates to a routine insider holding adjustment. Consequently, it provides no new signals on deal progress or sponsor strategy, leaving the redemption calendar and capital structure unaffected.

What changed: Form 4 — insider ownership report [0001213900-26-068985]. Per the reporting persons (Centurion Sponsor LP, Centurion Sponsor GP LLC, and director Gomberg David), a conversion transaction executed on 2026-06-08 resulted in the acquisition of 7,067,500 shares, leaving the combined insider holding at exactly 7,067,500 shares. This internal conversion activity does not adjust the public redemption window, alter the trust account mechanics, or advance or delay any target identification or merger progress. Why it matters: The filing confirms that all 7,067,500 shares remain concentrated within the sponsor and executive group following conversion, signaling no founder sell-downs and maintaining standard SPAC alignment metrics ahead of the SEARCHING period. Because the text contains no projections, customer attributions, revenue figures, partnership announcements, litigation details, or personnel changes beyond the reporting owners’ titles and stake sizes, there are no supplemental catalysts affecting valuation mechanics or investor decision windows.

What changed: A Form 4 insider ownership report detailing a beneficial ownership change by a Centurion Acquisition Corp. director. According to the filing submitted on 2026-06-15 for a transaction executed on 2026-06-08, director Vu Thomas Theodore converted and acquired 30,000 shares, bringing his total recorded holding to 30,000 shares. The submission contains no information affecting the redemption deadline, trust account balance per share, extension voting procedures, target acquisition progress, or sponsor conduct commitments. Why it matters: Director-level share conversions documented in a Form 4 generally reflect the vesting or exercise of previously issued compensation or warrant instruments rather than open-market purchases that would dilute public float or alter redemption dynamics. Because the document solely attributes a 30,000-share internal reallocation to Vu Thomas Theodore, it does not materially shift shareholder capital deployment windows, trust distribution mechanics, or merger agreement milestones. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel are present in the filing.

What changed: A Form 8-K current report (Item 1.01) disclosing the entry into Non-Redemption Agreements between Centurion Acquisition Corp., its sponsor, and multiple shareholders, submitted alongside Exhibit 10.1, which contains the formal legal text governing the conditional exchange of locked-up public shares for founder equity pending an extension vote. The Company stated that an extraordinary general meeting (EGM) is called to vote on amending the Articles to extend the business combination deadline from June 12, 2026 to June 12, 2027. The filing reports agreements locking in commitments over an aggregate of 4,675,000 Class A ordinary shares (par value $0.0001 per share), termed Non-Redeemed Shares. Under the executed agreements, the Sponsor agreed to transfer an aggregate of 1,558,333 Founder Shares to participating Investors promptly following business combination closing, conditioned on the Investors rescinding any prior redemption requests, voting in favor of the Extension, and the proposal receiving shareholder approval. The contract defines eligible 'Investor Shares' as the lesser of 2,000,000 Public Shares or 9.9% of Public Shares outstanding post-extension. The Company explicitly confirmed it will not draw from the trust account to satisfy potential excise taxes arising under the Inflation Reduction Act of 2022 due to share redemptions. Why it matters: This disclosure materially shapes the redemption calendar by contractually neutralizing 4,675,000 shares against early payout demands ahead of the imminent EGM, thereby shielding the trust account liquidity required to sustain operations until the newly set June 12, 2027 termination date. Attributed to the Company, the assurance regarding Inflation Reduction Act excise taxes clarifies that remaining public shareholders will not bear hidden liabilities tied to exit costs. The transfer of 1,558,333 founder shares acts as a performance-linked incentive orchestrated by Centurion Sponsor LP, though final delivery hinges on a completed business combination and proper joinder to the June 10, 2024 Letter Agreement and Registration Rights Agreement. Company officials note that warrants retain an exercise price of $11.50 per share. Signed by Chief Executive Officer and Director Mark Gerhard on June 12, 2026, the filing introduces a most-favored-nations provision guaranteeing proportional adjustments if rival agreements yield superior ratios, signaling defensive sponsor conduct aimed at consolidating proxy support while minimizing near-term dilution exposure outside the closed-block structure.

What changed: This filing is a Definitive Additional Materials submission (DEFA14A) enclosing a Current Report on Form 8-K and a GLOBE NEWSWIRE press release dated June 5, 2026, which formally announces the postponement of Centurion Acquisition Corp.’s extraordinary general meeting and updates the procedural timeline for shareholder actions tied to a proposed trust extension. The company has rescheduled its extraordinary general meeting from June 9, 2026, at 11:00 a.m. Eastern Time to June 12, 2026, at 11:00 a.m. Eastern Time. Accordingly, the deadline to tender public Class A ordinary shares for redemption is delayed until 5:00 p.m. Eastern Time on June 10, 2026. The meeting’s core purpose remains securing shareholder approval to amend the memorandum and articles of association to push the initial business combination completion date from June 12, 2026, out to June 12, 2027. The record date for voting stays fixed at the close of business on May 6, 2026. Shareholders who already submitted proxies or votes do not need to act again, but those wishing to retract earlier redemption submissions may contact Continental Stock Transfer & Trust Company, the designated transfer agent, to have shares returned. Why it matters: The administrative shift extends the redemption window by two business days, giving investors additional time to evaluate the extension vote before the June 10 cutoff, which directly influences the final cash balance remaining in the trust account if the amendment passes. Securing a twelve-month extension alters the liquidation clock from mid-June 2026 to mid-June 2027, signaling continued sponsorship commitment to search for a target rather than winding up. According to the company’s press release and contact listing under President David Gomberg, the firm’s stated investment strategy focuses on technology sector businesses operating in video gaming, interactive entertainment, enabling services and technologies, cybersecurity, artificial intelligence, machine learning, Software as a Service (“SaaS”), and deep tech technologies. The warrant class retains its stated exercisable price of $11.50 per share, and directors and officers’ interests in the extension remain documented in the May 21, 2026 proxy statement and March 12, 2026 annual report. No new target candidates, financial metrics, litigation disclosures, or sponsor conduct matters are introduced.