UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 Statement on Form S-1 (File No. 333-279638) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) 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 Management Trust Agreement, dated June 10, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated June 10, 2024, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● | A Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. | |
| ● | A Private Placement Warrants Purchase Agreement, dated June 10, 2024, by and between the Company, the Representative and Odeon Capital Group LLC ("Odeon" and together with the Representative, the "Underwriters") (the “Representative Private Placement Warrants Purchase Agreement” and together with Sponsor Private Placement Warrants Purchase Agreement, the “Private Placement Warrant Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated June 10, 2024, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference. |
The material terms of such agreements are fully described in the Company’s final prospectus, dated June 10, 2024 as filed with the Commission on June 11, 2024 (the “Prospectus”) and are incorporated herein by reference.
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.
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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 complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6 to the Registration Statement, respectively, and are incorporated herein by reference.
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.
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.
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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 is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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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 | |||
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