SCHEDULE 13G: Centurion Sponsor Group Discloses 19.7% Stake in Centurion Acquisition Corp.

Centurion Sponsor LP, its general partner Centurion Sponsor GP LLC, and manager David Gomberg have disclosed a 19.7% beneficial ownership stake in Centurion Acquisition Corp., primarily through convertible Class B Ordinary Shares.

Summary

• Centurion Sponsor LP, Centurion Sponsor GP LLC, and David Gomberg collectively reported beneficial ownership of 7,097,500 Class B Ordinary Shares of Centurion Acquisition Corp.
• These Class B Ordinary Shares are convertible into the Issuer's Class A Ordinary Shares and have no expiration date.
• This ownership represents 19.7% of the total combined Class A and Class B Ordinary Shares outstanding, based on 28,750,000 Class A and 7,187,500 Class B shares outstanding as of November 12, 2024.
• The reporting persons also hold 4,500,000 private placement warrants, each exercisable for one Class A Ordinary Share at $11.50, which are excluded from the reported beneficial ownership percentage.
• The warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

Sentiment

Score: 7

Explanation: Neutral to slightly positive. This is a routine ownership disclosure for a SPAC sponsor, indicating continued alignment of interests. No negative operational or financial news is present.

Positives

• The sponsor group, including Centurion Sponsor LP, Centurion Sponsor GP LLC, and David Gomberg, holds a substantial 19.7% beneficial ownership, indicating strong alignment with the company's future success.
• The Class B Ordinary Shares held by the sponsor have no expiration date, providing long-term commitment.

Risks

• Potential future dilution from the exercise of 4,500,000 private placement warrants, which are exercisable at $11.50 per Class A Ordinary Share.
• The value of the warrants and the Class B shares is tied to the successful completion of the Issuer's initial business combination, which is not guaranteed.

Future Outlook

The exercisability of the private placement warrants and their expiration are contingent upon the completion of the Issuer's initial business combination, indicating a future milestone for the company.

Management Comments

• "David Gomberg is the manager of Centurion Sponsor GP LLC and has voting and investment discretion with respect to the securities held by Centurion Sponsor GP LLC."

Industry Context

This Schedule 13G filing is typical for a Special Purpose Acquisition Company (SPAC) where the sponsor group holds a significant initial stake, often in founder shares (Class B Ordinary Shares), to align their interests with the success of the eventual business combination. The substantial ownership percentage is standard for SPAC sponsors prior to a de-SPAC transaction.

Comparison to Industry Standards

• The 19.7% beneficial ownership held by the sponsor group is consistent with typical SPAC structures, where sponsors commonly hold approximately 20% of the post-IPO equity (often in founder shares) to incentivize the successful completion of a de-SPAC transaction.
• The private placement warrants held by the sponsor are also a standard feature in SPACs, providing additional upside potential for the sponsor upon a successful business combination.

Related Party Transactions

• Centurion Sponsor LP, Centurion Sponsor GP LLC, and David Gomberg are related parties, with David Gomberg being the manager of the GP, which is the general partner of the Sponsor, collectively holding beneficial ownership in Centurion Acquisition Corp.

Stakeholder Impact

• Shareholders: Provides transparency on significant insider ownership, potentially signaling confidence. The existence of warrants could lead to future dilution upon exercise.
• Management: Confirms the control and alignment of the sponsor group with the company's strategic direction and the pursuit of a business combination.

Next Steps

• Completion of the Issuer's initial business combination, which will trigger the exercisability of the private placement warrants.

Key Dates

Recommendation

Keywords

Centurion Acquisition Corp, Schedule 13G, Beneficial Ownership, SPAC, Class A Ordinary Shares, Class B Ordinary Shares, Warrants, David Gomberg, Centurion Sponsor LP, Centurion Sponsor GP LLC