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, September 2025
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 ☐
EXPLANATORY NOTE
Guardforce AI Co., Limited (the “Company”)
is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the six months ended June 30, 2025 and 2024
and incorporate such financial statements into the Company’s registration statements referenced below.
This report on Form 6-K and the attached Exhibits
99.1, 99.2 and 99.3 are 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 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 Securities and Exchange Commission on February 9, 2022, and (iii) the
prospectus dated June 14, 2022 contained in the Company’s post-effective Amendment No. 1 to the Form
F-1 registration statement on Form
F-3 (SEC File No. 333-258054) declared effective by the Securities and Exchange Commission on June 14, 2022 and (iv) the prospectus
contained in the Company’s registration statement on Form underlying
F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24,
2025.
FORWARD-LOOKING INFORMATION
This Report on Form 6-K contains forward-looking
statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates and projections
of our management regarding our company and industry. When used in this report, the words “may”, “will”, “anticipate”,
“believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions,
as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s
current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others:
our negative operating profits may raise substantial doubt regarding our ability to continue as a going concern, our substantial customer
concentration, with a limited number of customers accounting for a substantial portion of our recent revenues, our subsidiaries’
ability to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions, the emergence of
additional competing technologies, changes in domestic and foreign laws, regulations and taxes, political and social events in Thailand,
the volatility of the securities markets, and other risks and uncertainties which are generally set forth under the heading, “Key
information - Risk Factors” and elsewhere in our Annual Report on Form 20-F filed on April 28, 2025 (the “Annual Report”).
Should any of these risks or uncertainties materialize, or should the underlying assumptions about our business and the commercial markets
in which we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in
the Annual Report.
All forward-looking statements included herein
attributable to us or other parties or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations
to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence
of unanticipated events.
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: September 23, 2025 |
Guardforce AI Co., Limited |
| |
|
| |
By: |
/s/ Lei Wang |
| |
|
Lei Wang |
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|
Chief Executive Officer |
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| |
| 99.1 |
|
Unaudited Interim Consolidated Financial Statements as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 |
| 99.2 |
|
Operating and Financial Review and Prospects in Connection with the Interim Consolidated Financial Statements for the six months ended June 30, 2025 |
| 99.3 |
|
Press Release titled “Guardforce AI Reports Positive Adjusted Net Income for the First Half of 2025” dated September 23, 2025 |
| 101.INS |
|
XBRL Instance Document |
| 101.SCH |
|
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
