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    ALFI Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    7/29/24 4:26:57 PM ET
    $ALF
    Get the next $ALF alert in real time by email
    false 0002010930 00-0000000 0002010930 2024-07-29 2024-07-29 0002010930 ALFUU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember 2024-07-29 2024-07-29 0002010930 ALFUU:ClassOrdinarySharesParValue0.0001PerShareMember 2024-07-29 2024-07-29 0002010930 ALFUU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2024-07-29 2024-07-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): July 29, 2024

     

     

     

    CENTURION ACQUISITION CORP.

    (Exact name of registrant as specified in its charter)

     

     

     

    Cayman Islands   001-42127   N/A
    (State or other jurisdiction
    of incorporation)
      (Commission File Number)   (IRS Employer
    Identification No.)

     

    667 Madison Avenue

    5th Floor

    New York, New York 10065

    (Address of principal executive offices, including zip code)

     

    Registrant’s telephone number, including area code: (212) 209-6126

     

    Not Applicable
    (Former name or former address, if changed since last report)

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant   ALFUU   The Nasdaq Stock Market LLC
    Class A ordinary shares, par value $0.0001 per share   ALF   The Nasdaq Stock Market LLC
    Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   ALFUW   The Nasdaq Stock Market LLC

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 8.01. Other Events.

     

    On July 29, 2024, Centurion Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants (the “Warrants”) included in the Units commencing on or about August 1, 2024. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Global Market under the symbol “ALFUU”, and the Class A Ordinary Shares and Warrants will separately trade on The Nasdaq Global Market under the symbols “ALF” and “ALFUW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    EXHIBIT INDEX

     

    Exhibit No.   Description
    99.1   Press Release, dated July 29, 2024.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    1

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      CENTURION ACQUISITION CORP.
           
      By: /s/ Mark Gerhard
        Name:  Mark Gerhard
        Title: Chief Executive Officer and Director
           
    Dated: July 29, 2024      

     

     

    2

     

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