Safeguard Acquisition Corp. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share SAC WS New York Stock Exc
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Compa
• $7,000,000 — nit (for an aggregate purchase price of $7,000,000). Of those 700,000 Private Placement Un
• $9,200,000 — om the IPO (which amount includes up to $9,200,000 of the Underwriters' deferred commissio
• $100,000 — hat is imposed on us, if any) and up to $100,000 of interest to pay liquidation expenses

Filing Documents

• ea0268571-8k_safeguard.htm (8-K) — 52KB
• ea026857101ex1-1_safeguard.htm (EX-1.1) — 279KB
• ea026857101ex3-1_safeguard.htm (EX-3.1) — 338KB
• ea026857101ex4-1_safeguard.htm (EX-4.1) — 144KB
• ea026857101ex10-1_safeguard.htm (EX-10.1) — 45KB
• ea026857101ex10-2_safeguard.htm (EX-10.2) — 84KB
• ea026857101ex10-3_safeguard.htm (EX-10.3) — 156KB
• ea026857101ex10-4_safeguard.htm (EX-10.4) — 48KB
• ea026857101ex10-5_safeguard.htm (EX-10.5) — 52KB
• ea026857101ex10-6_safeguard.htm (EX-10.6) — 17KB
• ea026857101ex99-1_safeguard.htm (EX-99.1) — 6KB
• ea026857101ex99-2_safeguard.htm (EX-99.2) — 6KB
• 0001213900-25-119281.txt ( ) — 1708KB
• sac-20251203.xsd (EX-101.SCH) — 4KB
• sac-20251203_def.xml (EX-101.DEF) — 27KB
• sac-20251203_lab.xml (EX-101.LAB) — 37KB
• sac-20251203_pre.xml (EX-101.PRE) — 25KB
• ea0268571-8k_safeguard_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 5, 2025, Safeguard Acquisition Corp. (the " Company ") consummated its initial public offering (the " IPO ") of 23,000,000 units (the " Units "), including the issuance of 3,000,000 Units as a result of the underwriters' full exercise of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-half of one redeemable warrant of the Company (each whole warrant, a " Warrant "), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company's initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration on November 6, 2025, as amended (the " Registration Statement "): An Underwriting Agreement, dated December 3, 2025, by and between the Company and Jefferies LLC, as representative (the " Representative ") of the underwriters (the " Underwriters "), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A Warrant Agreement, dated December 3, 2025, by and between the Company and Continental Stock Transfer & Trust Company (" Continental "), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. A Letter Agreement, dated December 3, 2025, by and among the Company, its executive officers, its directors and Safeguard Acquisition Management LLC, the Company's sponsor (the " Sponsor "), a copy of which is attached as Exhi

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private sale of 700,000 units (the " Private Placement Units ") at the initial public offering price of $10.00 per unit (for an aggregate purchase price of $7,000,000). Of those 700,000 Private Placement Units, the Sponsor purchased 470,000 Private Placement Units and Jefferies LLC purchased 230,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 1

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2025, in connection with the IPO, Dan Crowley, Bruce Carlson, Richard Newton and Lee Stern were appointed to the board of directors of the Company. Messrs. Crowley, Carlson, Newton and Stern are independent directors. Effective December 5, 2025, Messrs. Carlson, Crowley, Newton and Stern were appointed to the Board's Audit Committee and Messrs. Carlson, Crowley, Newton and Stern were appointed to the Board's Compensation Committee, with Mr. Crowley and Mr. Stern serving as chair of the Audit Committee and chair of the Compensation Committee, respectively. Following the appointment of Messrs. Crowley, Carlson, Newton and Stern, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of Messrs. Newton and Carlson, will expire at the Company's first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Messrs. Stern and Crowley, will expire at the Company's second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Frank Bachinsky, Mark Gottfredson and Robert M. Tarola, will expire at the Company's third annual meeting of shareholders. On December 3, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement. In addition, each of Messrs. Crowley, Carlson, Newton, Tarola and Stern received 25,000 Class B ordinary shares of the Company as compensation for their service as directors to the Company. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed

03. Amendments to Certificate of Incorporation or Bylaws;

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On November 22, 2025, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the " Amended Articles "), effective December 3, 2025. The terms of the Amended Articles are set forth in the Registration herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $230,000,000 of the net proceeds from the IPO (which amount includes up to $9,200,000 of the Underwriters' deferred commission) and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (which shall exclude any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if any) and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination or an earlier redemption in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the " public shares ") if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company's Amended Articles (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. 2 On December 3, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Re

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated December 3, 2025, by and between the Company and the Representative. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated December 3, 2025, by and between the Company and Continental, as warrant agent. 10.1 Letter Agreement, dated December 3, 2025, by and among the Company, its executive officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, dated December 3, 2025, by and between the Company and Continental, as trustee. 10.3 Registration Rights Agreement, dated December 3, 2025, by and among the Company, the Sponsor and the holders signatory thereto. 10.4 Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company and the Sponsor. 10.5 Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company and the Representative. 10.6 Administrative Services and Indemnification Agreement, dated December 3, 2025, by and between the Company and the Sponsor. 99.1 Press Release, dated December 3, 2025. 99.2 Press Release, dated December 5, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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. SAFEGUARD ACQUISITION CORP. By: /s/ Frank Bachinsky Name: Frank Bachinsky Title: Chief Operating Officer and Director Dated: December 8, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR