Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 10 2021 - 04:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of, December 2021
Commission
File Number 001-40848
GUARDFORCE
AI CO., LIMITED
(Translation
of registrant’s name into English)
10
Anson Road, #28-01 International Plaza
Singapore
079903
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F
☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Acquisitions
As
disclosed in the Report on Form 6-K of Guardforce AI Co., Limited (the “Company”) filed on November 24, 2021, the
Company entered into two transfer agreements on November 18, 2021 to acquire 100% of the equity interests in each of Macau GF Robotics
Limited, a company incorporated in Macau (“Macau GF”) and GF Robotics Malaysia Sdn. Bhd., a company incorporated in
Malaysia (“Malaysia GF”), respectively (the “Acquisitions”).
On
December 6, 2021, the Company incorporated a wholly owned British Virgin Islands subsidiary, GFAI Robotics Group Co., Limited (the “GFAI
Robotics”). The Company plans to hold all the equity interests in Macau GF and Malaysia GF through GFAI Robotics upon closing
of the Acquisitions, which are expected to be by the end of January 2022.
The
following diagram illustrates our current corporate structure:
Issuance
of Press Release
On
December 9, 2021, the Company issued a press release announcing its proposed U.S. expansion plans with the acquisition of New Jersey-based
SBC Global Holdings Inc. (“SBC”). The purchase price is expected to be one times SBC’s 2021 audited total assets,
which the parties expect to be approximately $2 million. The purchase price will be paid in a combination of cash (10%) and Company’s
ordinary shares (90%). The proposed acquisition is expected to be completed by January 31, 2022.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date:
December 10, 2021
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Guardforce
AI Co., Limited
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By:
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/s/
Lei Wang
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Lei
Wang
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Chief
Executive Officer
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