SEC Comment Letter 0000000000-24-003767 to Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930) (ALF)
Centurion Acquisition Corp. (ALF, ALFUU, ALFUW) (CIK 0002010930)
Date: April 9, 2024 · CIK: 0002010930 · Accession: 0000000000-24-003767
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Letter
United States securities and exchange commission logo April 9, 2024 Mark Gerhard Chief Executive Officer Centurion Acquisition Corp. 667 Madison Avenue, 5th Floor New York, NY 10065 Re:Centurion Acquisition Corp. Amendment No.1 to Draft Registration Statement on Form S-1 Submitted March 29, 2024 CIK No. 0002010930 Dear Mark Gerhard: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe the comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 14, 2024 letter. Form DRS/A submitted March 29, 2024 Risk Factors If we are deemed to be an investment company, page 42 1.Refer to prior comment 2. Please state clearly that in the event you were deemed to be an investment company you may be required to change your operations or wind down your operations.
FirstName LastNameMark Gerhard Comapany NameCenturion Acquisition Corp. April 9, 2024 Page 2 FirstName LastName Mark Gerhard Centurion Acquisition Corp. April 9, 2024 Page 2 Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Ruairi Regan at 202-551-3269 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Elliott M. Smith, Esq.
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United States securities and exchange commission logo
April 9, 2024
Mark Gerhard
Chief Executive Officer
Centurion Acquisition Corp.
667 Madison Avenue, 5th Floor
New York, NY 10065
Re:Centurion Acquisition Corp.
Amendment No.1 to Draft Registration Statement on Form S-1
Submitted March 29, 2024
CIK No. 0002010930
Dear Mark Gerhard:
We have reviewed your amended draft registration statement and have the following
comment.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe the comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 14, 2024 letter.
Form DRS/A submitted March 29, 2024
Risk Factors
If we are deemed to be an investment company, page 42
1.Refer to prior comment 2. Please state clearly that in the event you were deemed to be an
investment company you may be required to change your operations or wind down your
operations.
FirstName LastNameMark Gerhard
Comapany NameCenturion Acquisition Corp.
April 9, 2024 Page 2
FirstName LastName
Mark Gerhard
Centurion Acquisition Corp.
April 9, 2024
Page 2
Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Ruairi Regan at 202-551-3269 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Elliott M. Smith, Esq.