--- 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" generated_at: "2026-05-16T14:07:52.759940+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Safeguard Acquisition Corp. closes $230M IPO, targets aerospace/defense acquisitions ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-119281 - JSON: https://secwatch.observer/filing/0001213900-25-119281.json - Plain text: https://secwatch.observer/filing/0001213900-25-119281.txt ## Key facts - Equity Issuances Safeguard Acquisition Corp. issued 700,000 units of unit to the Sponsor and Jefferies LLC for $10.00 per unit. - Security: unit - Shares: 700,000 units - Purchaser: the Sponsor and Jefferies LLC - Consideration: $10.00 per unit source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Governance Changes Safeguard Acquisition Corp.: Adopted Amended and Restated Memorandum and Articles of Association effective December 3, 2025 (effective 2025-12-03). - Change: charter amendment - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Material Agreements Safeguard Acquisition Corp. entered into Underwriting Agreement with Jefferies LLC, as representative of the underwriters (effective 2025-12-03). - Action: entry - Agreement: underwriting - Counterparty: Jefferies LLC, as representative of the underwriters - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Material Agreements Safeguard Acquisition Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company (effective 2025-12-03). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Material Agreements Safeguard Acquisition Corp. entered into Private Placement Units Purchase Agreement with Safeguard Acquisition Management LLC (the Sponsor) (effective 2025-12-03). - Action: entry - Agreement: equity purchase - Counterparty: Safeguard Acquisition Management LLC (the Sponsor) - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Material Agreements Safeguard Acquisition Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company (effective 2025-12-03). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm - Material Agreements Safeguard Acquisition Corp. entered into Registration Rights Agreement with the Sponsor and the holders signatory thereto (effective 2025-12-03). - Action: entry - Counterparty: the Sponsor and the holders signatory thereto - Effective: 2025-12-03 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2082844/000121390025119281/0001213900-25-119281-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.