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May 4, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Katherine Bagley

 Re: Guardforce
                                         AI Co., Limited

Registration
Statement on Form 20-F

Filed
March 20, 2020

File
No. 000-56154

Ladies and Gentlemen:

We hereby submit the responses of Guardforce
AI Co., Limited (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 16, 2020, providing
the Staff’s comments with respect to the Company’s Registration Statement on Form 20-F (the “Registration
Statement”). Concurrently with the filing of this response letter, we have filed an amendment to the Registration Statement
(the “Registration Statement Amendment”), and the Registration Statement Amendment incorporates our changes
as indicated below made in response to the Staff’s comments.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the
context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the
Company on a consolidated basis.

Registration Statement on Form 20-F filed March
13, 2020

Item 3. Key Information

D. Risk Factors, page 3

 1. We
                                         note your disclosure on page 14 that 71% of your revenue in 2018 and the first 6 months
                                         of 2019 was derived from your top five customers. Please revise your next amendment to
                                         include a risk factor discussing this concentration.

RESPONSE: We have revised the Registration
Statement to include in the Registration Statement Amendment a risk factor discussing the concentration of our revenue among our
top five clients.

    U.S. Securities and Exchange Commission

May 4, 2020

Page 2

 2. Please
                                         describe the material terms of the agreements related to the 51,000 shares that are owned
                                         by two citizens of Thailand on behalf of Guardforce AI Technology Limited and file an
                                         such agreements as exhibits to your registration statement. In your description, please
                                         address more specifically how these arrangements allow the company to maintain control
                                         of the operating business while complying with foreign ownership restrictions.

In addition,
please address what impact the 51,000 shares being owned by two citizens of Thailand has on both the voting and economic rights
associated with the underlying businesses. Finally, please update your risk factor disclosure to address the specific risks associated
with any reliance on the two citizens of Thailand or Guardforce AI Technology Limited in controlling and operating your business.

RESPONSE: We have revised our disclosure under “ITEM 4. Information on the Company; A. History and Development
of the Company” to describe the material terms of the Articles of Association of Guardforce AI Group Co., Limited (Thailand),
or AI Thailand, and the shareholders agreements entered into by the two Thai shareholders of AI Thailand. We have also filed the
Articles of Association and such shareholders agreements as exhibits to the Registration Statement Amendment. As we note in our
disclosure, our company is able to maintain control of Guardforce Cash (CIT) through its indirect wholly owned subsidiary, Southern
Ambition, which owns Ordinary Class A Shares of AI Thailand which give it voting control over AI Thailand and, therefore, control
over Guardforce Cash (CIT). We do not believe that risk factor disclosure is required with regard to our reliance on the two Thai
shareholders since Southern Ambition has voting control over AI Thailand and, therefore, control over its direct and indirect subsidiaries,
including Guardforce Cash (CIT), and is able to elect and or remove all directors of its direct and indirect subsidiaries.

 3. Please
                                         describe in greater detail how Bangkok Bank Public Company Limited came to hold a minority
                                         interest in your operating company and discuss any risks or limitations on your ability
                                         to manage the business as a result of this ownership interest. Please also disclose who
                                         own or controls Bangkok Bank.

RESPONSE: Bangkok Bank Public Company Limited
(“BBL”) has been a stockholder in our operating company for more than 30 years. Being that BBL’s ownership interest
in the operating company is less than one percent (1%), we do not see any risks or limitations on our ability to manage our business
as a result of this ownership interest. BBL is a public company in Thailand. It’s largest shareholder is, according to the
BBL website (https://www.bangkokbank.com/en/Investor-Relations/Shareholder-Information#major-shareholders), Thai NVDR Company Limited,
which owns a 19.7% interest in the outstanding securities of BBL and the next largest shareholder owns a 4.16% interest in BBL.

 4. Please
                                         update the diagram on page 9 to include the shares that you have issued or will issue
                                         in connection with the VCAB merger.

RESPONSE: We have updated the diagram
(now on page 12 of the Registration Statement Amendment

) to include the shares that we have issued or will issue in connection with the VCAB merger.

    U.S. Securities and Exchange Commission

May 4, 2020

Page 3

Merger of VCAB Eight Corporation into
Guardforce AI Co., Limited, page 9

 5. We
                                         note your disclosure on page 9 that you entered into the Merger Agreement and consummated
                                         the Merger in order to increase your shareholder base to assist you in satisfying the
                                         listing standards of a national securities exchange. We further note your disclosure
                                         on page 33 that you intend to engage a market maker to apply for quotation on an OTC
                                         market. Please expand the disclosure on page 9 to further explain the company's plans
                                         for the quotation of its securities, including your expected timing and what role you
                                         expect the Merger to play in these plans. Please also clarify any plans you have to seek
                                         a listing on a national securities exchange and reconcile with your plans to seek an
                                         OTC market quotation.

RESPONSE: We have expanded our
disclosure to further explain the company’s plan for the quotation of its securities on the OTC marketplace, including our
expected timing and the role we expect the Merger to play in these plans. We have eliminated all references to listing on a national
securities exchange as we do not expect any such listing to occur in the near term.

 6. Please
                                         add a section here to disclosure the material terms of your advisory agreement with HFG
                                         Capital Investments. To the extent HFG helped identify VCAB as a merger target, please
                                         disclose that here and describe any compensation you have paid or will pay in connection
                                         with that transaction.

RESPONSE: We have added a section
in the Registration Statement Amendment, as requested, to disclose the material terms of our advisory agreement with HFG Capital
Investments and to discuss the other matters referenced in this comment.

Competition, page 14

 7. Please
                                         identify the source of the market share information in the chart on page 14. To the extent
                                         more recent market share information is available, please update accordingly.

RESPONSE: We have identified the
source of market share information in the chart referenced in your comment and updated the market share information.

Government Regulation, page 15

 8. Please
                                         revise this section to describe the material laws and regulations related to foreign
                                         ownership of and investment in your business and summarize the arrangements you have
                                         in place to comply with these laws and regulations.

RESPONSE: We have revised the Government
Regulation section in the Registration Statement Amendment to describe the material laws and regulations related to foreign ownership
of and investment in our business and we have summarized the arrangements we have in place to comply with these laws and regulations.

    U.S. Securities and Exchange Commission

May 4, 2020

Page 4

Growth Strategy, page 15

 9. Please
                                         quantify the capital necessary to execute the growth strategy that you describe on page
                                         15, the company's timetable for executing these goals, and explain whether the company
                                         currently has sufficient funds to complete its plans. If the company does not currently
                                         have adequate liquidity to fund its growth strategy, explain what additional sources
                                         of liquidity are available to you.

RESPONSE: We have revised the growth strategy
discussion in the Registration Statement Amendment to quantify the capital necessary to execute this growth strategy and explain
what internal funds we expect to be available to execute our plans. We have also indicated what additional sources of liquidity
we expect will be available to us.

Intellectual Property, page 15

 10. Please
                                         disclose whether there are any other companies that use the Guardforce trademark as part
                                         of their business. To the extent that you are limited in your ability to use the trademark
                                         only in specific jurisdictions, please disclose the limitations on your ability to expand
                                         the business. In addition, please discuss the risks to and impact on your business if
                                         the agreement with Guardforce Security Thailand Company Limited is terminated or not
                                         renewed.

RESPONSE: We have included the requested
disclosure in the Registration Statement Amendment.

Item 5. Operating and Financial Review
and Prospects

A. Operating Results

Results of Operations, page 20

 11. In
                                         the revenue discussion of your annual comparison on page 20 you indicate that there were
                                         113 orders in 2018. On page 22 you indicate in your interim comparison that there were
                                         122 orders for the first six months of 2018. Please revise your disclosure to present
                                         your order information and discussion on a consistent basis given that the annual period
                                         should have more orders than the interim period. In addition, revise your disclosure
                                         to define an "order" and how you count them. In this regard, for example, it
                                         is unclear whether an order is an individual annual contract and/or whether any individual
                                         customer can have multiple orders in any given period.

RESPONSE: We have revised our disclosure
in the Registration Statement Amendment to present our order information and discussion on a consistent basis, and we have also
revised our disclosure to define the term “order” and to explain how we count orders.

 12. We
                                         noted that administrative expenses increased 32% in 2018 compared to 2017 and 19% in
                                         the six months ended June 30, 2019 compared to the 6 months ended June 30, 2018. Please
                                         revise your next amendment to discuss the specific categories (i.e., staff expense, loan
                                         penalty charge, professional fees, etc.) contributing to these increases and any material
                                         trends in the periods presented in your discussion of Results of Operations.

RESPONSE: We have included in the Registration
Statement Amendment a revised discussion relating to the various categories of expense contributing to our administrative expense
increases, and we have referenced the material trends in the periods presented in our discussion of Results of Operations.

    U.S. Securities and Exchange Commission

May 4, 2020

Page 5

Comparison of Six Months Ended June
30, 2019 and 2018 (Unaudited)

Other income, page 22

 13. Given
                                         the significance of your 2019 other income in comparison to your net loss, please revise
                                         your disclosure to describe its significant components and the reason for the increase
                                         in 2019.

RESPONSE: We have revised our disclosure
in the Registration Statement Amendment to describe the significant components of other income and the reason for the increase
in this category in 2019.

Liquidity and Capital Resources, page
24

 14. You
                                         state here that you expect to have sufficient financial resources to meet your financial
                                         obligations as and when they fall due in the coming twelve months. Please revise this
                                         section to specifically address your outstanding borrowing from Profit Raider Investment
                                         Limited, which is due December 31, 2020, and how you expect that obligation to impact
                                         your liquidity and ability to meet your financial obligations in the short and long term.

RESPONSE: We have revised the Liquidity
and Capital Resources section in the Registration Statement Amendment to specifically address our outstanding borrowing from Profit
Raider Investment Limited and how we expect that obligation to impact our liquidity and ability to meet your financial obligations
in the short and long term.

Item 6. Directors, Senior Management
and Employees

E. Share Ownership, page 29

 15. Please
                                         tell us whether the shares held by Mr. Yap and Ms. Wang were transferred from Guardforce
                                         AI Service Ltd. If so, please tell us:

 ● When
                                         the shares were transferred;

 ● Why
                                         the shares were transferred; and

 ● Your
                                         consideration for accounting for the transfer under the guidance in paragraph 3A of IFRS
                                         2.

If not,
tell us how these individuals acquired their shares and why the holdings of Guardforce AI Service Ltd. fell from 32% at June 30,
2019 as disclosed in the chart on page F-8 to its current holdings of 22%.

RESPONSE: We confirm that the shares of
the Company held by Mr. Yap and Ms. Wang were transfer