Centurion Acquisition Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on June 12, 2024, regarding Centurion Acquisition Corp. (the "Company"), a Cayman Islands emerging growth company. The filing details the consummation of the Company's initial public offering (IPO) and a concurrent private placement.
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 deposited into a U.S.-based trust account, inclusive of $13,687,500 in deferred underwriting discounts.
- Warrant Exercise Price: $11.50 per share for public warrants; Private Placement Warrants were sold separately.
- Profit/Loss/Cash Flow: The filing text does not provide specific net income, operating cash flow, or margin data, as this report focuses on the capital raise event rather than ongoing operations.
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded company on The Nasdaq Stock Market LLC. The Company now has outstanding securities including Class A ordinary shares (ALF), Units (ALFUU), and Warrants (ALFUW). The balance sheet as of June 12, 2024, reflects the receipt of IPO and private placement proceeds.
Outlook, Risks, and Unusual Items
Management Commentary: The Company has successfully closed its IPO and private placement. An audited balance sheet reflecting these proceeds is included as Exhibit 99.1.
Risks and Contingencies: The filing does not explicitly detail new risks beyond the standard nature of a Special Purpose Acquisition Company (SPAC) structure, which relies on the trust account for potential redemption or merger funding. The deferred underwriting discount of $13,687,500 is contingent upon the consummation of a business combination.
Investor Verification Checklist
- Verify the audited balance sheet (Exhibit 99.1) to confirm the exact cash position and liabilities post-IPO.
- Confirm the terms of the deferred underwriting discount ($13,687,500) and its impact on net proceeds available for a business combination.
- Review the specific rights and redemption terms of the Class A ordinary shares and warrants as detailed in the Company's charter and prospectus.
- Monitor the Company's progress in identifying a target business combination within the required timeframe.