Centurion Acquisition (ALFUW) Form 3 Centurion Acquisition / David Gomberg ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Centurion Sponsor LP

(Last) (First) (Middle)

C/O CENTURION ACQUISITION CORP.

667 MADISON AVENUE, 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2024

3. Issuer Name and Ticker or Trading Symbol
Centurion Acquisition Corp. [ ALF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	7,097,500	(1)	D(2)

1. Name and Address of Reporting Person^*

Centurion Sponsor LP

(Last) (First) (Middle)

C/O CENTURION ACQUISITION CORP.

667 MADISON AVENUE, 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Centurion Sponsor GP LLC

(Last) (First) (Middle)

C/O CENTURION ACQUISITION CORP.

667 MADISON AVENUE, 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gomberg David

(Last) (First) (Middle)

C/O CENTURION ACQUISITION CORP.

667 MADISON AVENUE, 5TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-279638) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 937,500 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. Centurion Sponsor LP is the record holder of the securities reported herein. Centurion Sponsor GP LLC is the general partner of Centurion Sponsor LP and David Gomberg is the manager of Centurion Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Centurion Sponsor LP.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

	/s/ Biddy Fraga, Attorney-in-Fact for Centurion Sponsor LP	06/11/2024
	/s/ Biddy Fraga, Attorney-in-Fact for Centurion Sponsor GP LLC	06/11/2024
	/s/ Biddy Fraga, Attorney-in-Fact for David Gomberg	06/11/2024
	** Signature of Reporting Person	Date
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