6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 OF THE

SECURITIESEXCHANGE ACT OF 1934

For the month of, November 2021

Commission File Number 001-40848

GUARDFORCEAI CO., LIMITED

(Translation of registrant’s name into English)

10Anson Road, #28-01 International Plaza

Singapore079903

(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): ☐

EnterInto Transfer Agreement

On November 18, 2021, Guardforce AI Co., Limited (the “Company”) entered into a Transfer Agreement (the “MacauAgreement”) **** to acquire 100% of the equity interests in Macau GF Robotics Limited, a company incorporated in Macau (“Macau GF”). Pursuant to the Macau Agreement, Macau GF will become a wholly owned subsidiary of the Company.

On the same day, the Company entered into another Transfer Agreement **** (the “Malaysia Agreement”) **** to acquire 100% of the equity interests in GF Robotics Malaysia Sdn. Bhd., a company incorporated in Malaysia (“Malaysia GF”). Pursuant to the Malaysia Agreement, Malaysia GF will become a wholly owned subsidiary of the Company.

Issuanceof Press Release

On November 19, 2021, the Company issued a press release announcing its establishment of presence in two new markets within the Asia Pacific region via the acquisitions of Macau GF and Malaysia GF. The acquisitions will provide the Company entry into the Macau and Malaysia markets with a focus on education, hospitality, retail and corporate sectors. The acquisitions are expected to be closed by the end of January 2022.

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.

Item9.01 Financial Statements and Exhibits

(d) Exhibits:

1

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.

2

EXHIBITINDEX

3

Exhibit99.1

GuardforceAI Announces Expansion into Macau and Malaysia

NewMarkets Presence to Facilitate Strategic Rollout of Robotics Solutions in the Region

NEWYORK, November 19, 2021 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (Nasdaq: GFAI, GFAIW), an integrated security solutions provider in Asia, has announced today the establishment of its presence in two new markets within the Asia Pacific region via the merger of Macau GF Robotics Limited (“Macau GF”) and GF Robotics Malaysia Sdn. Bhd. (“Malaysia GF”).

The merger will provide entry into the Macau and Malaysia markets focusing on education, hospitality, retail and corporate sectors, offering immediate growth opportunities. The merger has been approved by the Board of Directors and is expected to be closed by the end of January 2022.

“The Asia Pacific remains an important growth region for Guardforce AI, and fresh on the heels of our recent Singapore headquarters move announcement, we are pleased to announce the expansion into the Macau and Malaysia markets,” commented Terence Yap, Chairman of Guardforce AI. “It’s important to note that Macau is part of the Greater Bay Area, acting as a natural access point to this fast growing region, and Malaysia is the fourth largest economy in Southeast Asia. This strategic move for the Company is important as the region begins its recovery phase. Both locations provide great opportunities for robotics solutions, especially in the education, hospitality, retail, and corporate sectors.”

AboutGuardforce 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-LookingStatements

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.