0001213900-24-051836.txt : 20240611 0001213900-24-051836.hdr.sgml : 20240611 20240611183443 ACCESSION NUMBER: 0001213900-24-051836 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20240610 FILED AS OF DATE: 20240611 DATE AS OF CHANGE: 20240611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gomberg David CENTRAL INDEX KEY: 0001805731 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42127 FILM NUMBER: 241037058 MAIL ADDRESS: STREET 1: C/O ASCENDANT DIGITAL ACQUISITION CORP. STREET 2: 667 MADISON AVENUE, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Centurion Sponsor GP LLC CENTRAL INDEX KEY: 0002026692 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42127 FILM NUMBER: 241037059 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-209-6126 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Centurion Sponsor LP CENTRAL INDEX KEY: 0002026662 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42127 FILM NUMBER: 241037060 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-209-6126 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Centurion Acquisition Corp. CENTRAL INDEX KEY: 0002010930 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 981772942 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-209-6126 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 ownership.xml X0206 3 2024-06-10 0 0002010930 Centurion Acquisition Corp. ALF 0002026662 Centurion Sponsor LP C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK NY 10065 1 0 1 0 0002026692 Centurion Sponsor GP LLC C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK NY 10065 0 0 1 0 0001805731 Gomberg David C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK NY 10065 1 1 1 0 President Class B Ordinary Shares Class A Ordinary Shares 7097500 D 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. 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. 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 2024-06-11 /s/ Biddy Fraga, Attorney-in-Fact for Centurion Sponsor GP LLC 2024-06-11 /s/ Biddy Fraga, Attorney-in-Fact for David Gomberg 2024-06-11 EX-24.1 2 ea020766106ex24-1_centurion.htm POWER OF ATTORNEY

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Elliott Smith, Sarah Ross, Jordan Leon and Biddy Fraga, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Centurion Sponsor LP (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: June 11, 2024

 

  CENTURION SPONSOR LP  
     
  By: /s/ David Gomberg  
  Name:  David Gomberg
  Title: Manager

 

 

 EX-24.2 3 ea020766106ex24-2_centurion.htm POWER OF ATTORNEY

Exhibit 24.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Elliott Smith, Sarah Ross, Jordan Leon and Biddy Fraga, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Centurion Sponsor GP LLC (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: June 11, 2024

 

  CENTURION SPONSOR GP LLC  
     
  By: /s/ David Gomberg  
  Name:  David Gomberg
  Title: Manager

 

 

 EX-24.3 4 ea020766106ex24-3_centurion.htm POWER OF ATTORNEY

Exhibit 24.3

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Elliott Smith, Sarah Ross, Jordan Leon and Biddy Fraga, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Centurion Acquisition Corp. ( (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC.  The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC. 

 

Dated: June 11, 2024

 

  By: /s/ David Gomberg  
  Name:  David Gomberg

 

 

 EX-99.1 5 ea020766106ex99-1_centurion.htm JOINT FILER INFORMATION

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Centurion Sponsor LP
   
Address of Joint Filer: c/o Centurion Acquisition
  Corp.
  667 Madison Avenue, 5th Floor
  New York, New York 10065
   
Relationship of Joint Filer to Issuer: 10% Owner, Director
   
Issuer Name and Ticker or Trading Symbol: Centurion Acquisition
  Corp. [ALF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 06/10/2024
   
   
Name of Joint Filer: Centurion Sponsor GP LLC
   
Address of Joint Filer: c/o Centurion Acquisition
  Corp.
  667 Madison Avenue, 5th Floor
  New York, New York 10065
   
Relationship of Joint Filer to Issuer: 10% Owner, Director
   
Issuer Name and Ticker or Trading Symbol: Centurion Acquisition
  Corp. [ALF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 06/10/2024
   
   
Name of Joint Filer: David Gomberg
   
Address of Joint Filer: c/o Centurion Acquisition
  Corp.
  667 Madison Avenue, 5th Floor
  New York, New York 10065
   
Relationship of Joint Filer to Issuer: 10% Owner, Director, Officer
   
Issuer Name and Ticker or Trading Symbol: Centurion Acquisition
  Corp. [ALF]
   
Date of Event Requiring Statement:  
(Month/Day/Year): 06/10/2024