Guardforce AI Co., Ltd. — Proxy Solicitation & Information Statement 2023

Jan 12, 2023

6-K 1 ea171383-6k_guardforce.htm REPORT OF FOREIGN PRIVATE ISSUER

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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 January 2023

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): ☐

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Explanatory Note

Guardforce AI Co., Limited (the “Company”) distributed on January 12, 2023 a proxy statement and certain other related materials to its shareholders of record as of January 4, 2023 (the “Meeting Materials”) in connection with its 2023 Extraordinary General Meeting of Members to be held at 11:00 a.m., Hong Kong standard time, on Tuesday, January 31, 2023. The Meeting Materials are filed as exhibits to this Report on Form 6-K.

This report on Form 6-K is incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective by the Securities and Exchange Commission (the “Commission”) on January 5, 2022; (ii) the prospectus dated February 9, 2022 contained in the Company’s registration statement on Form F-3 (SEC File No. 333-262441) declared effective by the Commission on February 9, 2022; and (iii) the prospectus contained in the Company’s Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (SEC File No. 333-258054) declared effective by the Commission on June 14, 2022.

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EXHIBIT INDEX

Exhibit	Description
99.1	Notice of 2023 Extraordinary General Meeting of Members and Proxy Statement
99.2	Form of Proxy

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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:
January 12, 2023 | |
| --- | --- |
| By: | /s/
Lei Wang |
| | Lei
Wang |
| | Chief
Executive Officer |

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