Safeguard Acquisition Corp-A 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-42991 SAFEGUARD ACQUISITION CORP.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company ☐Accelerated filer☒Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The registrant was not a public company as of June 30, 2025, and therefore it cannot calculate the aggregate market value of its votingand non-voting common equity held by non-affiliates as of such date. As of March 4, 2026, there were an aggregate of 31,366,667 ordinary shares of the registrant issued and outstanding, consisting of23,700,000 (including 23,000,000 shares subject to possible redemption) Class A Ordinary Shares, par value $0.0001 per share, and7,666,667 Class B ordinary shares, par value $0.0001 per share. Documents Incorporated by Reference: None. TABLE OF CONTENTS PAGEPART I1Item 1. Business1Item 1A. Risk Factors15Item 1B. Unresolved Staff Comments60Item 1C. Cybersecurity60Item 2. Properties60Item 3. Legal Proceedings60Item 4. Mine Safety Disclosures60PART II61Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities61Item 6. [Reserved]61Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item 7A. Quantitative and Qualitative Disclosures about Market Risk63Item 8. Financial Statements and Supplementary Data63Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63Item 9A. Controls and Procedures.64Item 9B. Other Information64Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections64PART III65Item 10. Directors, Executive Officers and Corporate Governance Officers and Directors65Item 11. Executive Compensation.71Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.72Item 13. Certain Relationships and Related Transactions, and Director Independence73Item 14. Principal Accounting Fees and Services.75PART IV76Item 15. Exhibits, Financial Statement Schedules.76Item 16. Form 10-K Summary77 CAUTION