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Centurion Acquisition (ALF) sponsor converts 7,067,500 Class B founder shares into Class A stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Centurion Sponsor LP, the sponsor of Centurion Acquisition Corp., converted its Class B founder shares into publicly traded Class A shares. On June 8, 2026, it converted 7,067,500 Class B Ordinary Shares into 7,067,500 Class A Ordinary Shares for no additional consideration.

The filing shows this as a one-for-one conversion of a derivative security, not an open-market purchase or sale. After the transaction, Centurion Sponsor LP held 7,067,500 Class A Ordinary Shares directly. David Gomberg, as manager of the sponsor’s general partner, has voting and investment discretion over these securities.

Positive

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Insights

Sponsor converted 7,067,500 founder shares into Class A stock.

The filing shows Centurion Sponsor LP converting 7,067,500 Class B founder shares into the same number of Class A Ordinary Shares at $0.00 per share. Code C classifies this as a conversion of a derivative security, not a market buy or sell.

All reported Class B shares became Class A, and the derivative position is now fully converted, as indicated by zero remaining derivative shares. David Gomberg’s role is through control of the sponsor’s general partner, giving him voting and investment discretion over these 7,067,500 Class A shares.

This kind of one-for-one sponsor conversion is common in blank-check companies and mainly changes share class rather than economic exposure. Actual market impact depends on any future decisions to trade these Class A shares, which are not addressed in this snapshot.

Insider Centurion Sponsor LP, Centurion Sponsor GP LLC, Gomberg David
Role null | null | President
Type Security Shares Price Value
Conversion Class B Ordinary Shares 7,067,500 $0.00 --
Conversion Class A Ordinary Shares 7,067,500 $0.00 --
Holdings After Transaction: Class B Ordinary Shares — 0 shares (Direct, null); Class A Ordinary Shares — 7,067,500 shares (Direct, null)
Footnotes (1)
  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. 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.
Class A shares acquired via conversion 7,067,500 shares Class A Ordinary Shares received on June 8, 2026
Class B shares converted 7,067,500 shares Class B Ordinary Shares converted into Class A on June 8, 2026
Price per share on conversion $0.00 per share Stated transaction price for the conversion
Class A holdings after transaction 7,067,500 shares Total Class A Ordinary Shares held by Centurion Sponsor LP after conversion
Derivative exercises in filing 1 transaction, 7,067,500 shares Exercise/Conversion count and shares from transactionSummary
Class B Ordinary Shares financial
"the Class B Ordinary Shares are convertible into Class A Ordinary Shares at the option of the holders"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class A Ordinary Shares financial
"convert 7,067,500 Class B Ordinary Shares held by it into 7,067,500 Class A Ordinary Shares"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
anti-dilution rights financial
"on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, for no additional consideration"
voting and investment discretion financial
"Mr. Gomberg has voting and investment discretion with respect to the securities held of record"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Centurion Sponsor LP
(Last)(First)(Middle)
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NEW YORK 10065
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Centurion Acquisition Corp. [ ALF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares06/08/2026C(1)7,067,500A(1)7,067,500D(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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1)06/08/2026C(1)7,067,500 (1) (1)Class A Ordinary Shares7,067,500$00D(2)
1. Name and Address of Reporting Person*
Centurion Sponsor LP
(Last)(First)(Middle)
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NEW YORK 10065
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Centurion Sponsor GP LLC
(Last)(First)(Middle)
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NEW YORK 10065
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Gomberg David
(Last)(First)(Middle)
C/O CENTURION ACQUISITION CORP.
667 MADISON AVENUE, 5TH FLOOR
(Street)
NEW YORK NEW YORK 10065
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President
Explanation of Responses:
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.
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.
/s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor LP06/15/2026
/s/ Jordan Leon, Attorney-in-Fact for Centurion Sponsor GP LLC06/15/2026
/s/ Jordan Leon, Attorney-in-Fact for David Gomberg06/15/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Centurion Acquisition Corp. (ALF) report in this Form 4?

The Form 4 reports that Centurion Sponsor LP converted 7,067,500 Class B Ordinary Shares into 7,067,500 Class A Ordinary Shares. This is classified as a derivative security conversion and not as an open-market purchase or sale of ALF shares.

How many Centurion Acquisition (ALF) shares does Centurion Sponsor LP hold after the conversion?

After the conversion, Centurion Sponsor LP holds 7,067,500 Class A Ordinary Shares of Centurion Acquisition Corp. This reflects a one-for-one conversion from Class B to Class A, with no remaining Class B shares reported in this filing for the sponsor.

Was the Centurion Acquisition (ALF) Form 4 transaction a buy or a sell?

The transaction was neither a traditional buy nor sell. It is coded as “C,” a conversion of derivative security, where 7,067,500 Class B shares were converted into 7,067,500 Class A shares at no additional cost, keeping overall economic exposure essentially unchanged.

Who controls the Centurion Acquisition (ALF) shares held by Centurion Sponsor LP?

Centurion Sponsor LP is the record holder, with Centurion Sponsor GP LLC as its general partner. According to the filing, David Gomberg is the manager of this GP and has voting and investment discretion over the 7,067,500 Class A Ordinary Shares held by Centurion Sponsor LP.

What are Centurion Acquisition (ALF) Class B Ordinary Shares and how are they converted?

The company’s Amended and Restated Memorandum and Articles state Class B Ordinary Shares are convertible into Class A Ordinary Shares at the holders’ option on a one-for-one basis, for no additional consideration. The Form 4 shows 7,067,500 Class B shares converted on June 8, 2026.

Does the Centurion Acquisition (ALF) sponsor still hold any derivative securities after this Form 4?

Based on the data provided, the derivative position related to these Class B Ordinary Shares was fully converted. The filing shows 7,067,500 Class B shares converted and total derivative shares following the transaction reduced to zero for this reported security.