Safeguard Acquisition Corp-A美股招股说明书(2025-12-04版)

Safeguard Acquisition Corp. 20,000,000Units Safeguard Acquisition Corp. is a newly organized blank check company incorporated as a CaymanIslands exempted company and formed for the purpose of effecting a merger, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or morebusinesses or entities, which we refer to as our initial business combination. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, initiatedany substantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consistsof one ClassA ordinary share, par value $0.0001 and one-half of one redeemable warrant.Accordingly, unless you purchase at least two public units, you will not be able to receive or trade awhole warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary shareat a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Thewarrants will become exercisable 30days after the completion of our initial business combination,and will expire fiveyears after the completion of our initial business combination or earlier uponredemption or liquidation of the company, as described in this prospectus. Subject to the terms andconditions described in this prospectus, we may redeem the warrants for cash once the warrantsbecome exercisable. The underwriters have a 45-day option from the date of this prospectus topurchase up to 3,000,000 additional units to cover over-allotments, if any. The registration statementof which this prospectus forms a part is also registering the Class A ordinary shares underlying thewarrants included in units offered hereby. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per share price, payablein cash, equal to the aggregate amount then on deposit in our trust account calculated as oftwobusiness days prior to the consummation of the initial business combination, including interestearned on the funds held in the trust account (which interest shall be net of taxes paid or payable(which shall exclude the 1% U.S.federal excise tax that was implemented by the Inflation ReductionActof2022 if any is imposed on us)), divided by the number of then-outstanding public shares. Asfurther described in this prospectus, our amended and restated memorandum and articles ofassociation provides that a public shareholder, together with any affiliate or any other person withwhom such shareholder is acting in concert or as a “group” (as defined under Section13 of theSecurities ExchangeActof1934, as amended (the “ExchangeAct”)), will be restricted fromredeeming its public shares with respect to more than an aggregate of 15% of the public shares soldin this offering, without our prior consent. If we do not consummate an initial business combinationwithin 24months from the closing of this offering or our board of directors approves an earlierliquidation, we will redeem 100% of the public shares for cash, subject to applicable law and certainconditions as described herein. We may seek shareholder approval to amend our amended andrestated memorandum and articles of association to extend the date by which we must consummateour initial business combination. If we seek shareholder approval for an extension, and the relatedamendments are implemented by the directors, holders of our public shares will be offered anopportunity to redeem their shares. Our sponsor, Safeguard Acquisition Management LLC, has agreed to purchase an aggregate of440,000 private placement units (or up to 470,000 private placement units if the underwriters’ over-allotment option is exercised in full), and the underwriters have agreed to purchase 200,000 privateplacement units (or up to 230,000 private placement units if the underwriters’ over-allotment option isexercised in full), at a price of $10.00 per unit, for an Table of Contents aggregate purchase price of $6,400,000 (or up to $7,000,000 if the underwriters’ over-allotmentoption is exercised in full) in a private placement that will close simultaneously with the closing of thisoffering. We refer to these units throughout this prospectus as the private placement units. Eachprivate placement warrant, upon aggregation of the fractional private placement warrants contained ineach private placement unit, is exercisable to purchase one whole ClassA ordinary share at a price of$11.50 per share, subject to adjustment, terms and limitations as described herein. The privateplacement warrants are identical to the warrants sold in this offering, subject to certain limitedexceptions, as described in this prospe