Centurion Acquisition Corp. Files S-1 Registration

TL;DR

Centurion Acquisition Corp. (CICN) filed an S-1, looks like a SPAC IPO coming soon.

AI Summary

Centurion Acquisition Corp. filed an S-1 registration statement with the SEC on May 22, 2024. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 667 Madison Avenue, New York, NY. The filing indicates a registration number of 333-279638 and is governed by the Securities Act of 1933.

Why It Matters

This S-1 filing marks the initial public registration for Centurion Acquisition Corp., a blank check company, signaling its intent to raise capital through an initial public offering.

Risk Assessment

Risk Level: medium — As a blank check company, Centurion Acquisition Corp. has no commercial operations and its success is contingent on identifying and completing a business combination.

Key Numbers

• 333-279638 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 20240522 — Filing Date (The date the S-1 registration statement was officially submitted to the SEC.)

Key Players & Entities

• Centurion Acquisition Corp. (company) — Registrant
• 667 Madison Avenue, 5th Floor, New York, New York 10065 (location) — Principal Executive Offices
• May 22, 2024 (date) — Filing Date
• 333-279638 (registration_number) — SEC File Number
• Cayman Islands (location) — Jurisdiction of Incorporation
• Edward Truitt Maples Fiduciary Services (Delaware) Inc. (company) — Agent for Service of Process

FAQ

Key Financial Figures

• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordi
• $11.50 — s A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1.00 — hare at $11.50 per share, at a price of $1.00 per warrant, or $7,000,000 in the aggre
• $7,000,000 — re, at a price of $1.00 per warrant, or $7,000,000 in the aggregate, in a private placemen
• $4,000,000 — rrants at a price of $1.00 per warrant ($4,000,000 in the aggregate) in a private placemen
• $283,500,000 — ing up to an aggregate of approximately $283,500,000 of the units in this offering at the of
• $25,000 — business combination. Our sponsor paid $25,000 for, and currently owns 7,187,500 Class
• $250,000,000 — warrants described in this prospectus, $250,000,000, or $287,500,000 if the underwriters&#x
• $287,500,000 — ed in this prospectus, $250,000,000, or $287,500,000 if the underwriters’ over -allot
• $100,000 — shall be net of taxes payable and up to $100,000 of interest income to pay liquidation e
• $0.20 — #x00a0;     $0.20 per unit (excluding any units sold purs
• $0.45 — the closing of this offering. Includes $0.45 per unit on units other than those sold
• $0.65 — ters’ over -allotment option and $0.65 per unit on units sold pursuant to the
• $11,250,000 — ters’ over -allotment option, or $11,250,000 in the aggregate (or up to $13,687,500
• $13,687,500 — $11,250,000 in the aggregate (or up to $13,687,500 in the aggregate if the underwriters&#x

Filing Documents

• ea0201265-03.htm (S-1) — 3132KB
• ea020126503ex3-1_centurion.htm (EX-3.1) — 218KB
• ea020126503ex10-7_centurion.htm (EX-10.7) — 19KB
• ea020126503ex10-8_centurion.htm (EX-10.8) — 47KB
• ea020126503ex23-1_centurion.htm (EX-23.1) — 2KB
• ea020126503ex99-1_centurion.htm (EX-99.1) — 2KB
• ea020126503ex99-2_centurion.htm (EX-99.2) — 2KB
• ea020126503ex99-3_centurion.htm (EX-99.3) — 2KB
• ea020126503ex-fee_centurion.htm (EX-FILING FEES) — 48KB
• 0001213900-24-045966.txt ( ) — 3473KB

RISK FACTORS

RISK FACTORS   37 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   78

USE OF PROCEEDS

USE OF PROCEEDS   79 DIVIDEND POLICY   82

DILUTION

DILUTION   83 CAPITALIZATION   85 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   86 PROPOSED BUSINESS   91 MANAGEMENT   118 PRINCIPAL SHAREHOLDERS   127 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   131

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES   133 TAXATION   151

UNDERWRITING

UNDERWRITING   162 LEGAL MATTERS   172 EXPERTS   172 WHERE YOU CAN FIND ADDITIONAL INFORMATION   172 INDEX TO FINANCIAL STATEMENTS   F-1 We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i Table of Contents Trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ®  or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: •          “we,&#x201d

View Full Filing

View this S-1 filing on SEC EDGAR