Sec Form 4 Filing - Centurion Sponsor LP @ Centurion Acquisition Corp. - 2025-06-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Centurion Sponsor LP
2. Issuer Name and Ticker or Trading Symbol
Centurion Acquisition Corp. [ ALF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CENTURION ACQUISITION CORP., 667 MADISON AVENUE, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2025
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Ordinary Shares 06/09/2025 J( 1 ) 30,000 D $ 90 7,067,500 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) 06/09/2025 J( 2 ) 30,000 ( 1 ) ( 1 ) Class A Ordinary Shares 30,000 $ 0 7,067,500 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Centurion Sponsor LP
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
NEW YORK, NY10065
X X
Centurion Sponsor GP LLC
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
NEW YORK, NY10065
X X
Gomberg David
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
NEW YORK, NY10065
X X President
Signatures
/s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor LP 06/11/2025
Signature of Reporting Person Date
/s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor GP LLC 06/11/2025
Signature of Reporting Person Date
/s/ Jordan Leon, Attorney-in-Fact for David Gomberg 06/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Ordinary Shares are automatically convertible into the Issuer's Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
( 2 )On June 9, 2025, Centurion Sponsor LP transferred 30,000 Class B ordinary shares of the Issuer to Thomas T. Vu for $0.003 per share, the initial purchase price paid by it for its Class B ordinary shares.
( 3 )Centurion Sponsor LP is the record holder of the securities reported herein. Centurion Sponsor GP LLC is the general partner of Centurion Sponsor LP and David Gomberg is the manager of Centurion Sponsor GP LLC. Mr. Gomberg has voting and investment discretion with respect to the securities held of record by Centurion Sponsor LP.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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