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 Perkins Coie LLP
 1155 Avenue of the Americas
 22nd Floor
 New York, NY 10036-2711

 T. +1.212.262.6900
 F. +1.212.977.1649
 perkinscoie.com

 November 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street NE
Washington, D.C. 20549

 Attention: Bonnie Baynes

 Lynn Dicker

 Jessica Dickerson

 Chris Edwards

 Re:
 Safeguard Acquisition Corp.

 Draft Registration Statement on Form S-1

 Submitted August 22, 2025

 CIK No. 0002082844

 Ladies and Gentlemen:

 On behalf of our client, Safeguard
Acquisition Corp., a Cayman Islands exempted company (the " Company "), we are writing to submit the Company's
responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Staff ") with respect to the above-referenced Draft Registration Statement on Form S-1 (the " Draft Registration
Statement "), contained in the Staff's letter dated September 18, 2025 (the " Comment Letter ").

 The Company has filed via
EDGAR the Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's responses
to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company's response. All page references in the responses set forth below refer to
page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration
Statement.

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on the cover page.

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on the cover page as well as pages 71, 183 and 196.

 United States Securities and Exchange Commission

 November 5, 2025

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 15 and 117.

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 70.

 Use of Proceeds, page 89

 5. Please revise the table in this section to include the corresponding reference for footnote (5) to
the table.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 93.

 Proposed Business

 Other Consideration 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 117.

 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)."

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 69, 127, 133 and 159.

 2

 United States Securities and Exchange Commission

 November 5, 2025

 Management

 Officers, Directors and Director Nominees,
page 134

 8. Please revise this section and the prospectus summary to clearly identify any SPACs and SPAC business
combinations in which your management team has participated. 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 5 and 108.

 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:

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 2, 106 and 141.

 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 noncontrolling 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 144.

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 152.

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on page 156.

 3

 United States Securities and Exchange Commission

 November 5, 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the disclosure on pages 156 and 182.

 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.

 Response : Respectfully, the Company
will have two sets of Class A ordinary shares, redeemable Class A ordinary shares and non-redeemable Class A ordinary shares. The disclosure
on page F-10 speaks specifically to the redeemable Class A ordinary shares. These shares will be the shares associated with the Public
Offering. As noted on the equity disclosure and presentation on page 100, there is a line after liabilities, and before the equity section,
in which the Class A ordinary shares are correctly listed for the Public Offering shares (redeemable). The description in this line reads
"20,000,000 shares are subject to possible redemption". In addition to the Public Offering, the Company will close on the
private placement raise in which 640,000 shares will be issued. Those shares are non-redeemable shares and are correctly presented as
the line item in the equity section. The disclosure further indicates to the reader that the amount in equity "exclude 20,000,000
shares subject to possible redemption."

 On page F-3, since the public offering
has not yet occurred, the redeemable Class A line item is not present. This will be added at the time of the Public Offering once the
shares are issued and presented as it is on the Capitalization table (page 100).

 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.

 Response : The Company acknowledges
the comments of the Staff and has revised the signature page.

 * * *

 4

 United States Securities and Exchange Commission

 November 5, 2025

 Please do not hesitate to
contact Elliott Smith at (212) 261-6847 of Perkins Coie LLP with any questions or comments regarding this letter.

 Best regards,

 /s/ Perkins Coie LLP

 cc:
 Frank Bachinsky, Safeguard Acquisition Corp.

 5

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.