| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Centurion Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G20315100 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G20315100 |
| 1 | Names of Reporting Persons Centurion Sponsor LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,097,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) The securities are held directly by Centurion Sponsor LP (the "Sponsor"). Centurion Sponsor GP LLC (the "GP") is the general partner of the Sponsor and has voting and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP.
(2) The Sponsor owns 7,097,500 Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares") of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares par value $0.0001 per share (the "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.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 28,750,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares outstanding as of November 12, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q (the "Form 10-Q"), filed with the U.S. Securities and Exchange Commission on November 12, 2024.
SCHEDULE 13G |
| CUSIP No. | G20315100 |
| 1 | Names of Reporting Persons Centurion Sponsor GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,097,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP.
(2) The Sponsor owns 7,097,500 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 28,750,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares outstanding as of November 12, 2024, as reported on the Form 10-Q.
SCHEDULE 13G |
| CUSIP No. | G20315100 |
| 1 | Names of Reporting Persons David Gomberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 7,097,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 19.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) The securities are held directly by the Sponsor. The GP is the general partner of the Sponsor and has voting and investment discretion over the securities held by the Sponsor. David Gomberg is the manager of the GP and has voting and investment discretion with respect to the securities held by the GP.
(2) The Sponsor owns 7,097,500 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 28,750,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares outstanding as of November 12, 2024, as reported on the Form 10-Q.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Centurion Acquisition Corp. | |
| (b) | Address of issuer's principal executive
offices: 667 Madison Avenue, 5th Floor New York, New York 10065 | |
| Item 2. | ||
| (a) | Name of person filing: 1. Centurion Sponsor LP
2. Centurion Sponsor GP LLC
3. David Gomberg | |
| (b) | Address or principal business office or, if
none, residence: 667 Madison Avenue, 5th Floor
New York, New York 10065 | |
| (c) | Citizenship: See response to Item 4 on the cover page. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.: G20315100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See response to Item 9 on the cover page. | |
| (b) | Percent of class: See response to Item 11 on the cover page. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|
Exhibit
Information |
Exhibit 1 Joint Filing Agreement, dated as of February 12, 2025, by and among Centurion Sponsor LP, Centurion Sponsor GP LLC and David Gomberg. |