Form 4: Centurion Sponsor LP Transfers Founder Shares to Thomas T. Vu at Initial Cost

Centurion Sponsor LP, a significant shareholder of Centurion Acquisition Corp., transferred 30,000 Class B ordinary shares to Thomas T. Vu at the original purchase price of $0.003 per share.

Summary

• Centurion Sponsor LP, identified as a 10% owner and director of Centurion Acquisition Corp. (ALF), transferred 30,000 Class B ordinary shares.
• The transaction occurred on June 9, 2025, with Thomas T. Vu as the recipient of the shares.
• The transfer price was $0.003 per share, which is explicitly stated as the initial purchase price paid by Centurion Sponsor LP for its Class B ordinary shares.
• Following this transfer, Centurion Sponsor LP beneficially owns 7,067,500 Class B ordinary shares.
• Class B Ordinary Shares are designed to automatically convert into the Issuer's Class A Ordinary Shares on a one-for-one basis at the time of the Issuer's initial business combination, subject to certain anti-dilution rights.
• Centurion Sponsor GP LLC is the general partner of Centurion Sponsor LP, and David Gomberg, who serves as President of Centurion Acquisition Corp., is the manager of Centurion Sponsor GP LLC and holds voting and investment discretion over the securities held by Centurion Sponsor LP.

Sentiment

Score: 5

Explanation: The transaction is a routine insider ownership adjustment at initial cost, not indicative of positive or negative operational performance or significant market activity. It's largely neutral in its immediate impact on company valuation.

Positives

• The transaction clarifies the beneficial ownership structure among key insiders and the sponsor group, providing transparency regarding the allocation of founder shares.

Negatives

• The transfer at the initial purchase price ($0.003 per share) indicates it was not a market-driven sale for profit, which means no immediate value realization for the transferring entity from this specific transaction.

Future Outlook

The filing indicates that Class B Ordinary Shares will automatically convert to Class A Ordinary Shares on a one-for-one basis at the time of the Issuer's initial business combination, subject to anti-dilution rights.

Industry Context

This Form 4 filing is typical for a Special Purpose Acquisition Company (SPAC) like Centurion Acquisition Corp. (ALF), where founder shares (Class B Ordinary Shares) are often subject to internal transfers or restructuring among the sponsor group prior to or in anticipation of a business combination. Such transfers at initial cost are common for allocating ownership within the sponsor entity or for compensation purposes.

Related Party Transactions

• Centurion Sponsor LP transferred 30,000 Class B ordinary shares to Thomas T. Vu at the initial purchase price of $0.003 per share. While Thomas T. Vu's relationship is not explicitly stated, such a transaction at initial cost is typically indicative of an internal or related-party arrangement within the sponsor group.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal transfer of founder shares at initial cost, not a market sale affecting liquidity or price. It clarifies the beneficial ownership structure among the sponsor group.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• The automatic conversion of Class B Ordinary Shares to Class A Ordinary Shares is expected upon the Issuer's initial business combination.

Key Dates

Keywords

Centurion Acquisition Corp., ALF, SEC Form 4, Insider Transaction, Beneficial Ownership, Class B Ordinary Shares, SPAC, Founder Shares, Centurion Sponsor LP, David Gomberg