Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Centurion Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report date is June 10, 2024, with the IPO closing on June 12, 2024. The company is an emerging growth company.
Key Financial Metrics
- IPO Gross Proceeds: $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit (including 3,750,000 Units from the over-allotment option).
- Private Placement Proceeds: $7,000,000 from the sale of 7,000,000 Private Placement Warrants at $1.00 per warrant.
- Total Capital Raised: $294,500,000.
- Trust Account Funding: $287,500,000 (including $13,687,500 of deferred underwriting discount) was placed in a U.S.-based trust account.
- Warrant Exercise Price: $11.50 per share.
- Revenue/Profit/Cash Flow: The filing does not provide historical revenue, profit, or operating cash flow data as the company is a pre-business combination SPAC.
Material Changes
This filing represents the company's transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. Key changes include:
- Issuance of Class A ordinary shares (trading symbol: ALF), Units (ALFUU), and Warrants (ALFUW).
- Adoption of an Amended and Restated Memorandum and Articles of Association.
- Establishment of a 24-month deadline from the IPO closing to complete an initial business combination.
Guidance, Outlook, and Risks
- Business Combination Deadline: The company must complete an initial business combination within 24 months of the IPO closing (June 12, 2024). Failure to do so will result in the redemption of public shares.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or a shareholder vote to amend the charter. Interest earned may be used to pay taxes or up to $100,000 for liquidation expenses.
- Warrant Risk: Private Placement Warrants and public warrants will be worthless if the company does not complete an initial business combination.
- Management Commentary: The filing references press releases regarding IPO pricing and closing but contains no forward-looking financial guidance beyond the standard SPAC operational timeline.
Investor Verification Checklist
- Verify the final prospectus (filed June 11, 2024) for detailed terms of the Underwriting Agreement and Warrant Agreement.
- Confirm the specific composition of the Board of Directors and the independence status of the Audit and Compensation Committees.
- Review the Administrative Services Agreement to understand ongoing fees payable to the Sponsor.
- Monitor the 24-month timeline for the initial business combination to assess redemption risks.
- Check the status of the deferred underwriting discount ($13,687,500) and its impact on net proceeds available for operations.