06/15/2026 | Press release | Distributed by Public on 06/15/2026 19:05
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 06/08/2026 | C(1) | 7,067,500 | (1) | (1) | Class A Ordinary Shares | 7,067,500 | $ 0 | 0 | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Centurion Sponsor LP C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY 10065 |
X | X | ||
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Centurion Sponsor GP LLC C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY 10065 |
X | X | ||
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Gomberg David C/O CENTURION ACQUISITION CORP. 667 MADISON AVENUE, 5TH FLOOR NEW YORK, NY 10065 |
X | X | President | |
| /s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor LP | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor GP LLC | 06/15/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jordan Leon, Attorney-in-Fact for David Gomberg | 06/15/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association, the Class B Ordinary Shares are convertible into Class A Ordinary Shares at the option of the holders thereof at any time, and from time to time, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, for no additional consideration, and have no expiration date. On June 8, 2026, the Reporting Person elected to convert 7.067.500 Class B Ordinary Shares held by it into 7,067,500 Class A Ordinary Shares. |
| (2) | 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. |
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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. |
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