SecProbe.io

September 18, 2025
Frank Bachinsky
Chief Executive Officer
Safeguard Acquisition Corp.
7251 West Lake Mead Blvd, Suite 300
Las Vegas, NV 89128
Re:Safeguard Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted August 22, 2025
CIK No. 0002082844
Dear Frank Bachinsky:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the prospectus cover page to clarify that, in addition to the units, you
also are registering the Class A ordinary shares underlying the public warrants that are
included in the units.
2.We note that you intend to apply to have your units listed on the New York Stock
Exchange. Please revise your prospectus cover page to disclose whether the proposed
offering is contingent upon final approval of such listing. Please ensure the disclosure
is consistent with your underwriting agreement.

September 18, 2025
Page 2
Compensation of Sponsor, Sponsor's Affiliates and Directors and Officers, page 11
3.We note from your disclosure on page 116 that you may pay your sponsor or any of
your officers or directors, or any entity with which they are affiliated, a finder's fee,
consulting fee or other compensation in connection with identifying, investigating and
completing your initial business combination. Please include similar disclosure in this
section. Refer to Item 1602(b)(6) of Regulation S-K.
Risk Factors, page 41
4.We note the disclosure on page 10 and elsewhere that in order to facilitate your initial
business combination, your sponsor may surrender or forfeit, transfer or exchange
your founder shares, private placement units or any of your other securities, including
for no consideration, as well as subject any such securities to earn-outs or other
restrictions, or enter into any other arrangements with respect to any such securities.
Please add risk factor disclosure about risks that may arise from the sponsor having
the ability to remove itself as your sponsor before identifying a business combination,
including through the unconditional ability to transfer the founder shares or otherwise.
Address the consequences of such removal to the company's ability to consummate an
initial business combination, including that any replacement sponsor could have
difficulty finding a target.
Use of Proceeds, page 89
5.Please revise the table in this section to include the corresponding reference for
footnote (5) to the table.
Proposed Business
Other Considerations and Conflicts of Interest, page 110
6.In the table, please clarify that the sponsor will receive the private placement units for
consideration of $10.00 per private placement unit.
Redemption Rights for Public Shareholders upon Completion of Our Initial Business
Combination, page 120
7.We note the disclosure that the redemption price per share available to shareholders
upon the completion of your initial business combination will include interest earned
on the funds held in the trust account net of taxes paid or payable and up to $100,000
of interest to pay liquidation expenses. Please advise why you would allocate funds
from the trust for liquidation expenses in the event of a business combination and how
such provision is consistent with Nasdaq Rule IM-5101-2(d), which says "Public
Shareholders voting against a business combination must have the right to convert
their shares of common stock into a pro rata share of the aggregate amount then in the
deposit account (net of taxes payable and amounts distributed to management for
working capital purposes)."
Management
Officers, Directors and Director Nominees, page 134
Please revise this section and the prospectus summary to clearly identify any SPACs
and SPAC business combinations in which your management team has participated. 8.

September 18, 2025
Page 3
In addition, for each SPAC involving members of your management team, clearly
disclose any extensions and redemption levels in connection with any extension
and/or business combination. For those SPACs that have completed a de-SPAC
transaction, disclose the current trading prices. If your management has not
participated in any other SPACs or SPAC business combinations, please revise to
include an affirmative statement to that effect. Refer to Item 1603(a)(3) of Regulation
S-K.
9.Please revise your description of Mr. Bachinsky’s business experience to provide the
principal occupations and employment during the past five years as required by
Item 401(e) of Regulation S-K.
Executive Officer and Director Compensation, page 135
10.We note your disclosure that, as described under "Principal Shareholders," your
independent directors were given an opportunity to make an investment for a non-
controlling minority position in your sponsor. Please point us to the relevant
disclosure under "Principal Shareholders" and clarify whether any of your
independent directors made such an investment. In addition, identify all persons who
have direct and indirect material interests in your sponsor, including the nature and
amount of such interests. Refer to Item 1603(a)(7) of Regulation S-K.
Principal Shareholders, page 143
11.Please tell us how you calculated the 7,106,667 Class B ordinary shares to be
beneficially owned by your sponsor after the proposed offering.
Certain Relationships and Related Party Transactions, page 146
12.Please revise your disclosure in this section to include the information required by
Item 404 of Regulation S-K with respect to the promissory note you entered into with
your sponsor. In this regard, we note from your disclosure elsewhere in the prospectus
that your sponsor may loan you up to $500,000 pursuant to the note and that you
already borrowed $26,008 under the note as of July 23, 2025.
13.We note your disclosure that you will enter into a registration rights agreement
pursuant to which your sponsor and its permitted transferees, if any, will be entitled to
certain registration rights with respect to the securities they hold or may acquire.
Please disclose here the number of securities held by related parties that will be
subject to these registration rights. Similarly, disclose under "Registration Rights" on
page 173 the number of securities that will be subject to registration rights. Refer to
Item 202(a)(2)(ii) of Regulation S-K.
Balance Sheet for the Period Ended July 23, 2025, page F-3
14.We note your disclosure on page F-10 that you classify your Class A ordinary
shares subject to redemption outside of permanent equity as the redemption provisions
are not solely within your control.  Please revise your shareholder's equity disclosures
on pages 96 and F-3 to move these Class A shares outside of permanent equity.

September 18, 2025
Page 4
Signatures, page II-5
15.Please revise your signature page to clarify, if true, that Frank Bachinsky is also
signing the registration statement in the capacity as a director or otherwise advise.
Refer to Instruction 1 to "Signatures" in Form S-1.
            Please contact Bonnie Baynes at 202-551-4924 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.
Please contact Jessica Dickerson at 202-551-8013 or Chris Edwards at 202-551-6761 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jordan Leon, Esq.