Centurion Acquisition Corp. Files 8-K with Material Agreements

TL;DR

Centurion Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Centurion Acquisition Corp. filed an 8-K on June 13, 2024, reporting several material events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The filing also lists financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes within Centurion Acquisition Corp., which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and changes in corporate structure, which can introduce uncertainty and potential risks for investors.

Key Numbers

• 11.50 — Warrant Exercise Price (The price at which warrants can be exercised for ordinary shares.)

Key Players & Entities

• Centurion Acquisition Corp. (company) — Filer of the 8-K
• 0001213900-24-052484 (document_id) — Accession Number for the filing
• 20240613 (date) — Filing date
• 667 MADISON AVENUE (address) — Company's business and mailing address
• ALFUU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember (security) — Description of units
• ALFUU:ClassOrdinarySharesParValue0.0001ParValueMember (security) — Description of ordinary shares
• ALFUU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember (security) — Description of warrants with exercise price

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share ALFUW The Nasdaq Stock Ma
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $287,500,000 — rating gross proceeds to the Company of $287,500,000. In connection with the IPO, the Compa
• $1.00 — tative and Odeon at a purchase price of $1.00 per Private Placement Warrant, generati
• $7,000,000 — rating gross proceeds to the Company of $7,000,000. Of the 7,000,000 Private Placement War
• $13,687,500 — eds from the IPO (which amount includes $13,687,500 of the underwriters' deferred discount)
• $100,000 — the Company to pay its taxes and up to $100,000 of interest to pay liquidation expenses

Filing Documents

• ea0207609-8k_centurion.htm (8-K) — 61KB
• ea020760902ex1-1_centurion.htm (EX-1.1) — 248KB
• ea020760902ex3-1_centurion.htm (EX-3.1) — 325KB
• ea020760902ex4-1_centurion.htm (EX-4.1) — 153KB
• ea020760902ex10-1_centurion.htm (EX-10.1) — 51KB
• ea020760902ex10-2_centurion.htm (EX-10.2) — 92KB
• ea020760902ex10-3_centurion.htm (EX-10.3) — 138KB
• ea020760902ex10-4_centurion.htm (EX-10.4) — 37KB
• ea020760902ex10-5_centurion.htm (EX-10.5) — 72KB
• ea020760902ex10-6_centurion.htm (EX-10.6) — 12KB
• ea020760902ex99-1_centurion.htm (EX-99.1) — 7KB
• ea020760902ex99-2_centurion.htm (EX-99.2) — 7KB
• 0001213900-24-052484.txt ( ) — 1692KB
• alfuu-20240610.xsd (EX-101.SCH) — 4KB
• alfuu-20240610_def.xml (EX-101.DEF) — 27KB
• alfuu-20240610_lab.xml (EX-101.LAB) — 37KB
• alfuu-20240610_pre.xml (EX-101.PRE) — 25KB
• ea0207609-8k_centurion_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 12, 2024, Centurion Acquisition Corp. (the " Company ") consummated its initial public offering (" IPO ") of 28,750,000 units (the " Units "), including the issuance of 3,750,000 Units as a result of the underwriters' exercise of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-half of one redeemable warrant of the Company (each whole warrant, a " Warrant "), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company's initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration on May 22, 2024, as amended (the " Registration Statement "): An Underwriting Agreement, dated June 10, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the " Representative "), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A Warrant Agreement, dated June 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. A Letter Agreement, dated June 10, 2024, by and among the Company, its executive officers, its directors and the Company's sponsor, Centurion Sponsor LP (the " Sponsor "), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. An Investment

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On June 12, 2024, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 7,000,000 warrants (the " Private Placement Warrants ") to the Sponsor, the Representative and Odeon at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000. Of the 7,000,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants, the Representative purchased 1,750,000 Private Placement Warrants and Odeon purchased 750,000 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as the Private Placement Warrants are held by the Sponsor, the Underwriters or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company's initial business combination, (ii) are entitled to registration rights, and (iii) with respect to the Private Placement Warrants held by the Underwriters and/or their designees, will not be exercisable more than five years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does not complete an initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 1

02. Departure of Directors or Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2024, in connection with the IPO, Mark Gerhard, Riaan Hodgson, Robert Foresman, Michael Jesselson and Mickie Rosen were appointed to the board of directors of the Company. Mr. Foresman, Mr. Jesselson and Ms. Rosen are independent directors. Effective June 12, 2024, Mr. Foresman, Mr. Jesselson and Ms. Rosen were appointed to the Board's Audit Committee and Compensation Committee, with Mr. Jesselson serving as chair of the Audit Committee and Mr. Foresman serving as chair of the Compensation Committee. Following the appointment of Mr. Gerhard, Mr. Hodgson, Mr. Foresman, Mr. Jesselson and Ms. Rosen, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Mr. Foresman and Ms. Rosen, will expire at the Company's first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Mr. Jesselson, will expire at the Company's second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Mr. Gerhard, Mr. Hodgson and David Gomberg, will expire at the Company's third annual meeting of shareholders. On June 10, 2024, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be comp

03. Amendments to Certificate of Incorporation

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On June 10, 2024, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the " Amended Charter "), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $287,500,000 of the net proceeds from the IPO (which amount includes $13,687,500 of the underwriters' deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination or an earlier redemption in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the " public shares ") if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company's Amended Charter (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. 2 On June 10, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 12, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated June 10, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated June 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated June 10, 2024, by and among the Company, its executive officers, its directors and Centurion Sponsor LP. 10.2 Investment Management Trust Agreement, dated June 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated June 10, 2024, by and among the Company, Centurion Sponsor LP and the Holders signatory thereto. 10.4 Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company and Centurion Sponsor LP. 10.5 Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company, Cantor, Fitzgerald & Co. and Odeon Capital Group LLC 10.6 Administrative Services Agreement, dated June 10, 2024, by and between the Company and Centurion Sponsor LP. 99.1 Press Release, dated June 10, 2024. 99.2 Press Release, dated June 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTURION ACQUISITION CORP. By: /s/ Mark Gerhard Name: Mark Gerhard Title: Chief Executive Officer Dated: June 13, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR