SEC Form SC 13G filed by Centurion Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Centurion Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G20315100

(CUSIP Number)

September 30, 2024

(Date of event which requires filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1				NAMES OF REPORTING PERSONS   LMR Partners LLC
2				CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3				SEC USE ONLY
4				CITIZENSHIP OR PLACE OF ORGANIZATION   State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										5		SOLE VOTING POWER   0
										6		SHARED VOTING POWER   1,875,000
										7		SOLE DISPOSITIVE POWER   0
										8		SHARED DISPOSITIVE POWER   1,875,000
9			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,875,000
10			CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.5%
12			TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO, IA

 

 

 

 

 

The name of the issuer is Centurion Acquisition Corp. (the “Issuer”).

 

The Issuer’s principal executive offices are located at 667 Madison Avenue, 5^th Floor, New York, NY 10065.

 

This statement is filed by:

 

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

 

LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.

Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”).

 

G20315100

 

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

As of September 30, 2024:

The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”) and LMR CCSA Master Fund Ltd (“LMR CCSA Master Fund”). Each of LMR Master Fund and LMR CCSA Master Fund acquired 937,500 units of the Issuer’s securities (“Units”) in the Issuer’s initial public offering, with each Unit consisting of one Class A Ordinary Share and 1/2 of a warrant to purchase one Class A Ordinary Share. By virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund directly holds 937,500 Class A Ordinary Shares (the “LMR Shares”). The Class A Ordinary Shares held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 3.3% and the LMR Shares in the aggregate represent approximately 6.5% of the outstanding Class A Ordinary Shares, based on 28,750,000 Class A Ordinary Shares of the Issuer outstanding as of August 13, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 13, 2024.

In addition to the LMR Shares, by virtue of holding the Units, each of LMR Master Fund and LMR CCSA Master Fund also directly holds warrants to purchase 468,750 Class A Ordinary Shares (“Warrants”). The Warrants have an exercise price of $11.50 per Class A Ordinary Share and are exercisable 30 days after the completion of the Issuer’s initial business combination, and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or the Issuer’s liquidation.

 

Not applicable.

 

The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.

 

Not applicable.

 

Not applicable.

 

Not applicable.

Each of the LMR Investment Managers and Messrs. Levine and Renold hereby certifies as follows:

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Each of the LMR Investment Managers other than LMR Partners LLC hereby certifies as follows:

By signing below, I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to an investment adviser is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.