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ALFUU
Centurion Acquisition Corp.
22 May 24
IPO registration
5:15pm
prospects, as well as the value of our public and private warrants. At such valuation, each of our ordinary shares would have an implied value of $7.64 per share upon consummation of our initial business combination, which is a 23.6% decrease as compared to the initial implied value per public share of $10.00.
Public shares | 25,000,000 | ||
Founder shares | 6,250,000 | ||
Total shares | 31,250,000 | ||
Total funds in trust available for initial business combination | $ | 238,750,000 | |
Initial implied value per public share | $ | 10.00 | |
Implied value per share upon consummation of initial business combination | $ | 7.64 |
S-1
ALFUU
Centurion Acquisition Corp.
22 May 24
IPO registration
5:15pm
The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.
Per Unit | Total | |||||||||||
Without Over-allotment | With Over-allotment | Without Over-allotment | With Over-allotment | |||||||||
Underwriting Discounts and Commissions paid by us | $ | 0.65 | $ | 0.65 | $ | 16,250,000 | $ | 18,687,500 |
S-1
ALFUU
Centurion Acquisition Corp.
22 May 24
IPO registration
5:15pm
The following table shows the use of the approximately $1,000,000 of net proceeds not held in the trust account(4) :
Amount | % of Total | |||||
Accounting, due diligence, travel, and other expenses in connection with any business combination(5) | 50,000 | 5.0 | % | |||
Legal and accounting fees related to regulatory reporting obligations | 100,000 | 10.0 | % | |||
Payment for office space, utilities, administrative and support services | 240,000 | 24.0 | % | |||
Nasdaq and other regulatory fees | 81,000 | 8.1 | % | |||
Directors and officers insurance | 450,000 | 45.0 | % | |||
Working capital to cover miscellaneous expenses | 79,000 | 7.9 | % | |||
Total | $ | 1,000,000 | 100.0 | % |
S-1
ALFUU
Centurion Acquisition Corp.
22 May 24
IPO registration
5:15pm
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Unit | Total | |||||
Public offering price | $ | 10.00 | $ | 250,000,000 | ||
Underwriting discounts and commissions(1) | $ | 0.65 | $ | 16,250,000 | ||
Proceeds, before expenses, to us | $ | 9.35 | $ | 233,750,000 |
S-1
ALFUU
Centurion Acquisition Corp.
22 May 24
IPO registration
5:15pm
CENTURION ACQUISITION CORP. STATEMENT S OF CASH FLOWS
For the Period From January 18, 2024 (Inception) Through | ||||||||
March 31, 2024 (unaudited) | January 31, 2024 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (47,487) | $ | (8,667) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Formation costs paid by through the promissory note – related party | 8,667 | 8,667 | ||||||
Payment of operating costs through the promissory note – related party | 15,420 | — | ||||||
Change in operating assets and liabilities: | ||||||||
Accrued expenses | 23,400 | — | ||||||
Net cash used in operating activities | — | — | ||||||
Net change in cash | — | — | ||||||
Cash – Beginning of period | — | — | ||||||
Cash – End of period | $ | — | $ | — | ||||
Non-cash investing and financing activities: | ||||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | $ | 25,000 | ||||
Deferred offering costs included in accrued offerings costs and expenses | $ | 383,654 | $ | 10,000 | ||||
Deferred offering costs paid through promissory note – related party | $ | 41,983 | $ | 13,008 | ||||
Prepaid services contributed by Sponsor through promissory note – related party | $ | — | $ | 13,745 |
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