Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Guardforce AI Co., Ltd. (Name of Issuer) |
Ordinary Shares, par value $0.12 per share (Title of Class of Securities) |
G4236L138 (CUSIP Number) |
Lei Wang Guardforce AI Co., Limited, 10 Anson Road #28-01 International Plaza Singapore, U0, 079903 65 6702 1179 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G4236L138 |
| 1 |
Name of reporting person
Lei Wang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,101,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Based on a total of 21,731,409 Ordinary Shares considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of June 10, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.12 per share |
| (b) | Name of Issuer:
Guardforce AI Co., Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
10 Anson Road, #28-01 International Plaza, Singapore,
SINGAPORE
, 079903. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by Lei Wang (the "Reporting Person"). Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making i
nquiry to the appropriate party. |
| (b) | The Reporting Person is a resident of the Hong Kong Special Administrative Region of the People's Republic of China. |
| (c) | The Reporting Person is currently the Issuer's Chief Executive Officer and Chair of the Board. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the Hong Kong Special Administrative Region of the People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the securities of the Issuer by rendering services and using person funds. The Reporting Person did not purchase any of the 1,101,333 Ordinary Shares with borrowed funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired beneficial ownership of the 1,101,333 Ordinary Shares for investment purposes. The Reporting Person intends to continuously review her investment in the Issuer and reserves the right to change her plans or intentions and to take any and all actions that it may deem appropriate to maximize the value of her investment, including, among other things, acquiring additional securities of the Issuer, disposing of any securities of the Issuer owned by her, or formulating other plans or proposals regarding the Issuer or her securities to the extent deemed advisable by the Reporting Person in light of her general investment policies, market conditions, subsequent developments affecting the Issuer (including, but not limited to, the attitude of the Board and the management and other shareholders of the Issuer) and the general business and future prospects of the Issuer. Except as set forth above, the Reporting Person does not have any current intention, plan or proposal with respect to: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this statement, the Reporting Person is the beneficial owner of 1,101,333 Ordinary Shares of the Issuer, representing 5.07% of the outstanding shares of the Issuer. |
| (b) | As of the date of the filing of this Schedule 13D, Lei Wang has sole power to vote or direct the vote and dispose or direct the disposition of 1,101,333 Ordinary Shares of the Issuer. |
| (c) | Except as set forth in this Schedule 13D, the Reporting Person does not beneficially own any other shares nor has effected any transaction in the shares during the past 60 days. |
| (d) | Other than the Reporting Person, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Person's securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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