Safeguard Acquisition Corp.

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 filed with the SEC on March 4, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the period ended December 31, 2025 filed with the SEC on March 4, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

For the three months ended June 30, 2026, we had net income of $1,853,826, which consisted of interest earned on cash and investments held in Trust Account of $2,081,699, partially offset by operational and administrative costs – third parties of $115,373 and operational and administrative costs – related parties of $112,500.

Current wording

For the three months ended September 30, 2026, we had net income of $1,940,114, which consisted of interest earned on investments held in Trust Account of $2,170,315, partially offset by operational and administrative costs – third parties of $117,701 and operational and administrative costs – related parties of $112,500.

Previous wording

For the six months ended June 30, 2026, we had net income of $3,629,129, which consisted of interest earned on cash and investments held in Trust Account of $4,137,509, partially offset by operational and administrative costs – third parties of $258,380 and operational and administrative costs – related parties of $250,000.

Current wording

For the nine months ended September 30, 2026, we had net income of $5,569,243, which consisted of interest earned on investments held in Trust Account of $6,307,824, partially offset by operational and administrative costs – third parties of $376,081 and operational and administrative costs – related parties of $362,500.

Previous wording

For the period from June 27, 2025 (inception) through June 30, 2025, we had no net income (loss).

Current wording

For the period from June 27, 2025 (inception) through September 30, 2025, we had a net loss of $58,650, which consisted of formation, general, and administrative costs.

Previous wording

On December 5, 2025, we consummated the Initial Public Offering of 23,000,000 Units which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $7,000,000. Of those 700,000 Private Placement Units, the Sponsor purchased 470,000 Private Placement Units, and the underwriters purchased 230,000.

Current wording

On December 5, 2025, we consummated the Initial Public Offering of 23,000,000 Public Units which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Public Units, at $10.00 per unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 700,000 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $7,000,000. Of those 700,000 Private Placement Units, the Sponsor purchased 470,000 Private Placement Units, and the underwriters purchased 230,000 Private Placement Units.

Previous wording

For the six months ended June 30, 2026, cash used in operating activities was $495,693 principally for administration and targeting activities. Net income of $3,629,129 was affected by interest earned on cash and investments held in trust of $4,137,509, at an annual effective rate of 3.6 – 3.7%. Such interest cannot be used for operating activities. Changes in operating assets and liabilities provided $12,687 of cash for operating activities.

Current wording

For the nine months ended September 30, 2026, cash used in operating activities was $696,413 principally for administration and targeting activities. Net income of $5,569,243 was affected by interest earned on investments held in trust of $6,307,824, at an annual effective rate ranging from approximately 3.6% to 3.9%. Such interest cannot be used for operating activities. Changes in operating assets and liabilities provided $42,168 of cash for operating activities.

Previous wording

For the period from June 27, 2025 (inception) through June 30, 2025, no cash provided (used) in operating activities.

Current wording

For the period from June 27, 2025 (inception) through September 30, 2025, cash used in operating activities was $0. Net loss of $58,650 was affected by payment of general and administrative costs through promissory note – related party of $27,272, and changes in accrued expenses provided $31,378 of cash for operating activities.

Previous wording

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Current wording

We may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor $25,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team and an agreement to pay a family member of our Chief Executive Officer to provide management and consulting services in connection with our search for a potential Business Combination target for a $37,500 engagement fee and a recurring fee of $12,500 per month for up to 24 months. The administrative agreement continues through the date of a Business Combination or liquidation; the consulting agreement can be terminated at any time.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor $25,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team and an agreement to pay a family member of our Chief Executive Officer to provide management and consulting services in connection with our search for a potential Business Combination target for a $37,500 engagement fee and a recurring fee of $12,500 per month for up to 24 months. The administrative agreement continues through the date of a Business Combination or liquidation; the consulting agreement can be terminated at any time.