6-K
Guardforce AI Co., Ltd. (GFAI)
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, November 2021
Commission File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation of registrant’s name into English)
96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi
Bangkok 10210, Thailand
(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): ☐
Enter Into Transfer Agreement
On November 1, 2021, Guardforce AI Co., Limited (the “Company”) entered into a Transfer Agreement **** (the “Agreement”) to acquire 100% of the equity interests in Guardforce AI Singapore Pte. Ltd., a company incorporated in Singapore (“Guardforce AI Singapore”). Pursuant to the Agreement, Guardforce AI Singapore will become a wholly owned subsidiary of the Company. The following diagram illustrates our corporate structure upon closing of the acquisition.
****
Change of Principal Executive Offices
Pursuant to the terms of the Agreement, the Company will relocate its principal executive offices from 96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi, Bangkok 10210, Thailand to 10 Anson Road, #28-01 International Plaza, Singapore 079903 or such other address as maybe further determined, within Singapore.
Issuance of PressRelease
On November 4, 2021, the Company issued a press release announcing its intention to relocate its headquarters from Thailand to Singapore as part of its acquisition of Guardforce AI Singapore Pte. Ltd, such move to be effected upon the closing of the acquisition which is expected to take place in mid-November.
The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 4, 2021 |
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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: November 4, 2021 | Guardforce AI Co., Limited | |
|---|---|---|
| By: | /s/ Lei Wang | |
| Lei Wang | ||
| Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 4, 2021 |
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Exhibit 99.1
Guardforce AI Announces Asia-Pacific Expansionwith Headquarter Relocation to Singapore
Announces Merger with Guardforce AI SingaporePte. Ltd.
NEW YORK, November 4, 2021 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (Nasdaq: GFAI, GFAIW), an integrated security solutions provider in Asia, has announced today the Company has selected Singapore as its new corporate headquarters as part of a merger with Guardforce AI Singapore Pte. Ltd.
To facilitate the move, Guardforce AI has entered into a definitive agreement to merge with Guardforce AI Singapore Pte. Ltd. (former name: GF Robotics Pte. Ltd.). The definitive merger has been approved by Guardforce AI’s audit committee and board of directors and is expected to be completed by the middle of November. The merger will allow Guardforce AI to set up operations in Singapore within the robotics and cybersecurity sectors, a tactical move to expand the Company’s business in the Asia-Pacific region.
“The opportunity to move our headquarters to Singapore, as a result of the merger with Guardforce AI Singapore Pte. Ltd., is both a significant milestone and emblematic of our growth strategy here at Guardforce AI, said Terence Yap, Chairman of Guardforce AI. “Singapore is the Asia-Pacific hub for the development of cybersecurity, AI and robotics, and our goal is to be part of this vibrant ecosystem to enhance our competitive position. This move will facilitate our expansion in the Asia-Pacific region as we carefully seek further partnership opportunities in our new home base of Singapore, more specifically within the AI and cybersecurity segment.”
About Guardforce AI Co., Ltd.
Guardforce AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a leading integrated security solutions provider that is trusted to protect and transport the high-value assets of public and private sector organizations. Developing and introducing innovative technologies that enhance safety and protection, Guardforce AI helps clients adopt new technologies and operate safely as the Asia Pacific business landscape evolves.
For more information, visit www.guardforceai.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. We make such forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on reasonable assumptions we have made in light of our industry experience, perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this press release you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions, including the risks described in the reports and other documents we file with the Securities and Exchange Commission. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Any forward-looking statement made by us in this press release speaks only as of the date of this press release. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Corporate Contact
Yu Hu
Email: yu.hu@guardforceai.com
Phone: (+852) 2838-3500
Media Relations
Patrick Yu
Email: patrick.yu@fleishman.com
Phone: (+852) 2586-7877
Investor Relations
Shannon Devine
Email: GFAI@mzgroup.us
Phone: +1 203-741-8811