{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-119281","form_type":"8-K","ticker":"SAC","cik":"0002082844","company_name":"Safeguard Acquisition Corp.","filed_at":"2025-12-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.572777+00:00","generated_at":"2026-05-16T14:07:52.759940+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Safeguard Acquisition Corp. closes $230M IPO, targets aerospace/defense acquisitions","bullets":["Gross proceeds of $230M from 23M units at $10.00 each, including full over-allotment of 3M units.","Concurrent $7M private placement: Sponsor bought 470K units, Jefferies bought 230K units.","$230M placed in trust account for future business combination; available for redemption if no deal within 24 months.","Company to target businesses in aerospace & defense, government services & national security, and space sectors.","Board appointed four independent directors (Crowley, Carlson, Newton, Stern); each received 25K Class B shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-119281","json":"https://secwatch.observer/filing/0001213900-25-119281.json","markdown":"https://secwatch.observer/filing/0001213900-25-119281.md","text":"https://secwatch.observer/filing/0001213900-25-119281.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/ea0268571-8k_safeguard.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T14:07:52.759940+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"44b776e0d38f40b3c8196cafbcdaa57cfb3352ea","claim":"Safeguard Acquisition Corp. issued 700,000 units of unit to the Sponsor and Jefferies LLC for $10.00 per unit.","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"unit"},{"label":"Shares","value":"700,000 units"},{"label":"Purchaser","value":"the Sponsor and Jefferies LLC"},{"label":"Consideration","value":"$10.00 per unit"}],"fact_type":"equity_issuance"},{"claim_id":"3c5af093792fdc0ce46b6044e5aaa6cbeec4493f","claim":"Safeguard Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association effective December 3, 2025 (effective 2025-12-03).","evidence_excerpt":"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 Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"governance_change"},{"claim_id":"04410fb9c8bf87dd4c35223a898ee5f575cd4a5e","claim":"Safeguard Acquisition Corp. entered into Underwriting Agreement with Jefferies LLC, as representative of the underwriters (effective 2025-12-03).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Jefferies LLC, as representative of the underwriters"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"material_agreement"},{"claim_id":"2441084d0f8a7b51c3f4ac783efefb8c1269cbb2","claim":"Safeguard Acquisition Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2025-12-03).","evidence_excerpt":"An Investment Management Trust Agreement, dated December 3, 2025, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"material_agreement"},{"claim_id":"771bb005cb57fa5398d77fae4313fd3c3e888231","claim":"Safeguard Acquisition Corp. entered into Private Placement Units Purchase Agreement with Safeguard Acquisition Management LLC (the Sponsor) (effective 2025-12-03).","evidence_excerpt":"A Private Placement Units Purchase Agreement, dated December 3, 2025, by and between the Company and the Sponsor (the “ Sponsor Private Placement Units Purchase Agreement ”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Safeguard Acquisition Management LLC (the Sponsor)"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"material_agreement"},{"claim_id":"ade0f1c00f86d3fe0d91d69f05758c04d5185211","claim":"Safeguard Acquisition Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2025-12-03).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"material_agreement"},{"claim_id":"c014e469d0654333f134f472760a3005b918b940","claim":"Safeguard Acquisition Corp. entered into Registration Rights Agreement with the Sponsor and the holders signatory thereto (effective 2025-12-03).","evidence_excerpt":"A Registration Rights Agreement, dated December 3, 2025, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"the Sponsor and the holders signatory thereto"},{"label":"Effective","value":"2025-12-03"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}