Filed Pursuant to Rule 424(b)(3)
Registration No. 333-258054
PROSPECTUS
Guardforce AI Co., Limited
4,337,349 Ordinary Shares
____________________________
This prospectus relates to the sale by us of up to 4,337,349
ordinary shares, at a price per share of $1.15, issuable upon the
exercise of warrants, including 4,156,626 ordinary shares issuable
upon exercise of warrants issued to investors in our initial public
offering (the “publicly-traded warrants”) and 180,723 ordinary
shares issuable upon the exercise of warrants issued to the
representative of the underwriters in our initial public offering
(the “representative’s warrants,” and together with the
publicly-traded warrants, the “warrants”).
Our ordinary shares and warrants are both listed on the Nasdaq
Capital Market under the symbols “GFAI” and “GFAIW”, respectively.
On June 13, 2022, the closing price of our ordinary shares and
warrants on the Nasdaq Capital Market was $0.48 and $0.1572,
respectively.
We are an “emerging growth company” under applicable federal
securities laws and, as such, we have elected to comply with
certain reduced public company reporting requirements for this
prospectus and future filings.
Investing in our ordinary shares and publicly-traded warrants
involves a high degree of risk. See “Risk Factors” beginning on
page 17 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 14, 2022
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-1
that we filed with the Securities and Exchange Commission relating
to our initial public offering in which we sold 3,614,458 units of
our securities, each unit consisting of one of our ordinary shares,
par value $0.003 per share, and a warrant to purchase one ordinary
share. In this offering, we issued to investors warrants to
purchase 4,156,626 of our ordinary shares (including warrants to
purchase 542,168 of our ordinary shares issued on exercise of the
underwriter’s over-allotment option) and to the representative of
the underwriters warrants to purchase 180,723 of our ordinary
shares. All 4,337,349 of these warrants are listed on the Nasdaq
Capital Market under the symbol “GFAIW.” We are now converting our
Form F-1 prospectus to a Form F-3 prospectus under which we will
continue to offer for sale 4,337,349 of our ordinary shares
issuable upon exercise of the investor warrants and the underwriter
warrants, each at the current anti-dilution adjusted exercise price
of $1.15 per share.
You should rely only on the information contained or incorporated
by reference in this prospectus or any applicable prospectus
supplement. We have not authorized any other person to provide you
with different or additional information. If anyone provides you
with different or additional information, you should not rely on
it. This prospectus is not an offer to sell the ordinary shares
offered by this prospectus in any jurisdiction where the offer or
sale is not permitted. You should assume that the information
contained in this prospectus or in any applicable prospectus
supplement is accurate only as of the date on the front cover
thereof or the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any
applicable prospectus supplement or any sales of the ordinary
shares offered hereby or thereby. Our business, financial
condition, results of operations and prospects may have changed
since that date.
FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking statements that are based
on our management’s beliefs and assumptions and on information
currently available to us. All statements other than statements of
historical facts are forward-looking statements. The
forward-looking statements are contained principally in, but not
limited to, the sections entitled “Prospectus Summary,”
“Risk Factors,” “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and
“Business.” These statements relate to future events or to
our future financial performance and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by these
forward-looking statements. Forward-looking statements include, but
are not limited to, statements about:
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our goals and
strategies; |
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our future
business development, financial condition and results of
operations; |
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expected changes
in our revenue, costs or expenditures; |
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growth of and
competition trends in our industry; |
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our expectations
regarding demand for, and market acceptance of, our products; |
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our expectations
regarding our relationships with investors, institutional funding
partners and other parties we collaborate with; |
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our expectation
regarding the use of proceeds from this offering; |
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fluctuations in
general economic and business conditions in the markets in which we
operate; |
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relevant
government policies and regulations relating to our industry; |
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key personnel
continuing their employment with us; and |
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the duration and
impact of the COVID-19 pandemic. |
In some cases, you can identify forward-looking statements by terms
such as “may,” “could,” “will,” “should,” “would,” “expect,”
“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “project” or “continue” or the negative of these terms
or other comparable terminology. These statements are only
predictions. You should not place undue reliance on forward-looking
statements because they involve known and unknown risks,
uncertainties and other factors, which are, in some cases, beyond
our control and which could materially affect results. Factors that
may cause actual results to differ materially from current
expectations include, among other things, those listed under the
heading “Risk Factors” and elsewhere in this prospectus. If
one or more of these risks or uncertainties occur, or if our
underlying assumptions prove to be incorrect, actual events or
results may vary significantly from those implied or projected by
the forward-looking statements. No forward-looking statement is a
guarantee of future performance.
This prospectus also contains certain data and information, either
directly or incorporated by reference, which we obtained from
various government and private publications. Although we believe
that the publications and reports are reliable, we have not
independently verified the data. Statistical data in these
publications includes projections that are based on a number of
assumptions. If any one or more of the assumptions underlying the
market data is later found to be incorrect, actual results may
differ from the projections based on these assumptions.
The forward-looking statements made in this prospectus or
incorporated herein by reference relate only to events or
information as of the date on which the statements are made.
Although we are currently registered as a reporting company under
Section 12(g) of the Exchange Act and have ongoing disclosure
obligations under United States federal securities laws, we do
not intend to update or otherwise revise the forward-looking
statements in this prospectus, whether as a result of new
information, future events or otherwise.
PROSPECTUS SUMMARY
This summary highlights selected information that is presented
in greater detail elsewhere, or incorporated by reference, in this
prospectus. It does not contain all of the information that may be
important to you and your investment decision. Before investing in
our securities, you should carefully read this entire prospectus,
including the matters set forth under, or incorporated by reference
in, the section of this prospectus captioned “Risk Factors” and the
financial statements and related notes and other information that
we incorporate by reference herein, including, but not limited to,
our annual reports on Form 20-F and our other periodic reports.
Unless the context otherwise requires, the terms “we,” “our,” “us,”
“our company,” and “the company” in this prospectus each refer to
Guardforce AI Co., Limited and its consolidated
subsidiaries.
Our
Company
Business Overview
We were founded in 2018 with the purpose to acquire our operating
subsidiary GF Cash (CIT) and develop complementary technology
related solutions and services.
In 2020, we established a Robotics Solution business with a goal of
diversifying our revenue base, proven to be well timed as the
global COVID-19 pandemic soon followed.
In March 2021, we acquired 51% of Handshake Networking Limited, or
Handshake, in Hong Kong as part of our strategy to enter into the
Information Security business.
The principal executive office of our company was changed to
Singapore from Bangkok, Thailand in November 2021.
On March 22, 2022, we acquired 100% of the equity interests in
Shenzhen GFAI and Guangzhou GFAI in Greater Bay Area of China. This
acquisition is expected to serve an integral role in the growth of
Guardforce AI’s robotics as a service (RaaS) business
initiative.
On May 24, 2022, we signed two definitive agreements to acquire a
total of eight companies in China. The first agreement is to
acquire Beijing Wanjia Security System Limited, an integrated
security provider with 25 years of experience, from Shenzhen
Yeantec Co., Limited. This acquisition is expected to close in June
2022. The second agreement is to acquire an additional seven
companies from Shenzhen Kewei Robot Technology Co., which
acquisition is expected to close in the third quarter of 2022.
These seven companies are providers of robotics as a service (RAAS)
solutions.
Our businesses are categorized into three main units:
[i] Secured Logistics Business;
[ii] Robotics Solution Business; and
[iii] Information Security Business.
Our Secured Logistics Business
We are a market leader with more than 40 years of experience in the
cash logistics business in Thailand. Our services include
cash-in-transit, dedicated vehicles to banks, ATM management, cash
center operations, cash processing, coin processing, cheque center,
and cash deposit machine solutions (cash deposit management and
express cash service). Our customers include local commercial
banks, chain retailers, coin manufacturing mints, and government
authorities. Our five major customers are Government Savings Bank,
Bank of Ayudhya, TTB Bank Public Company (Thanachart Bank Public
Company was one of our five major customers in fiscal year 2020
which had merged with TMB Bank Public Company in June 2021 to
become TTB Bank Public Company), CP All Public Company and Big C
Super Center Public Company. A few global customers also retain our
services under temporary contract. As of the date of this report,
we employed 1,738 staff located in GF Cash (CIT) and had 473
vehicles.
Our operating subsidiary, GF Cash (CIT), was founded in 1982 (the
company was formerly named Securicor (Thailand) Limited) and was
renamed G4S Cash Service (Thailand) Limited in 2005. The Company
was renamed again as Guardforce Cash Solution (Thailand) Limited in
2016 and the name was further changed to Guardforce Cash Solution
Security (Thailand) Company Limited in 2017. The principal office
of GF Cash (CIT) is located in Bangkok, Thailand.
Substantially all of our revenues are derived from GF Cash (CIT)’s
secured logistic business and gross revenue for our secured
logistic business years ended December 31, 2021, 2020 and 2019 was
approximately $34.3 million, $37.4 million and $38.6 million,
respectively.
In 2020, in addition to our secured cash logistics business, we
strategically began to develop other non-cash related solutions and
services in an effort to diversify our revenue streams. In view of
the pace of global robotics development and in response to the more
automated requirements, driven in part by the COVID-19 pandemic, we
have begun to rollout robotic solutions for our customers in
Thailand and across the Asia Pacific region. As of December 31,
2021, we had generated approximately $0.4 million in revenue from
our robotics solutions business.
In addition, we acquired a majority interest in Handshake on March
25, 2021, which contributed approximately $0.5 million to our
consolidated revenue for the year ended December 31, 2021.
As of the date of this prospectus, the large majority of our
revenues are derived from our principal business, which is Secured
Logistics Solutions. This primarily includes: (i) Cash-In-Transit –
Non-Dedicated Vehicle (Non-DV); (ii) Cash-In-Transit – Dedicated
Vehicle (DV); (iii) ATM management; (iv) Cash Processing (CPC); (v)
Cash Center Operations (CCT); (vi) Consolidate Cash Center
Operations (CCC); (vii) Cheque Center Service (CDC); (viii) Express
Cash; (ix) Coin Processing Service; (x) Cash Deposit Management
Solutions (GDM).
Secured Logistics Solutions collects cash from its customers’ main
business operations, then delivers the collected cash to its cash
processing centers for counting, checking and packing in bundles,
after which the cash is transported to the customers’ designated
depository banks and deposited into the customers’ bank accounts.
We enter into contracts with our customers to establish pricing and
other terms of service. We charge customers based on activities
(service performed) as well as based on the value of the
consignment.
Core Services
Our Core Services include CIT (Non-DV), CIT (DV), ATM Management,
CPC, CCT, CCC, CDC and GDM. For the year ended December 31, 2021,
Core Services represented 97.6% of our total revenues.
The charts below show the breakdown of our core secured logistics
business services by sector for the fiscal years ended December 31,
2021, 2020 and 2019. These business sectors are discussed
below.
Revenue by Services (For the year ended December 31,
2021):
Revenue by Services (For the year ended December 31,
2020):
Revenue by Services (For the year ended December 31,
2019):
Cash-In-Transit – Non-Dedicated Vehicles (Non-DV)
CIT (Non-DV) includes the secured transportation of cash and other
valuables between commercial banks and the Bank of Thailand,
Thailand’s central bank. CIT (Non-DV) also includes the
transportation of coins between the commercial banks, the Thai
Royal Mints and the Bank of Thailand. As such, the main customers
for this service are the local commercial banks. Charges to the
customers are dependent on the value of the consignment; condition
of the cash being collected (for example, seal bag collection,
piece count collection, bulk count collection, or loose cash
collection); and the volume of the transaction. Vehicles used for
the delivery of this service are not dedicated to the specific
customers.
For the years ended December 31, 2021, 2020 and 2019, CIT (Non-DV)
revenues were approximately $11.2 million (31.9%), $12.0 million
(32.0%) and $12.1 million (31.2%), respectively.
Cash-In-Transit - Dedicated Vehicle to Banks (DV)
CIT (DV) includes the secured transportation of cash and other
valuables between commercial banks. As part of this service,
dedicated vehicles are assigned specifically to the contracted
customer for their dedicated use between the contracted designated
bank branches. As this is a dedicated vehicle service, customers
will submit direct schedules to our CIT teams for the daily
operational arrangements and planning. Charges to the customers are
on a per vehicle per month basis.
For the years ended December 31, 2021, 2020 and 2019, CIT (DV)
revenues were approximately $4.6 million (13.0%), $4.8 million
(12.8%) and $5.0 million (12.9%), respectively.
ATM Management
ATM management includes cash replenishment services and first and
second line of maintenance services for the ATM machines. First
line of maintenance services (FLM) includes rectification of issues
related to jammed notes, dispenser failures and transaction record
print-out issues. Second line of maintenance services (SLM)
includes all other issues that cannot be rectified under the FLM.
SLM includes complete machine failure, damage to hardware and
software, among other things.
For the years ended December 31, 2021, 2020 and 2019, ATM
Management revenues were approximately $10.8 million (30.7%), $12.5
million (33.3%) and $14.0 million (36.4%), respectively.
Cash Processing (CPC)
Cash processing (CPC) services include counting, sorting,
counterfeit detection and vaulting services. We provide these
services to commercial banks in Thailand.
For the years ended December 31, 2021, 2020 and 2019, CPC revenues
were approximately $3.0 million (8.6%), $2.8 million (7.5%) and
$2.3 million (5.9%), respectively.
Cash Center Operations (CCT)
Cash Center Operations (CCT) is an outsourced cash center
management service. We operate the cash center on behalf of the
customer, which includes note counting, sorting, storage, inventory
management and secured transportation of the notes and coins to the
various commercial banks in Thailand.
For the years ended December 31, 2021, 2020 and 2019, CCT revenues
were approximately $2.8 million (8.0%), $3.3 million (8.6%) and
$3.7 million (9.5%), respectively.
Consolidate Cash Center (CCC)
Consolidate Cash Center (CCC) is a new business commencing in 2021
to provide an outsourced cash center management service. We operate
the cash center which includes note counting, sorting, storage,
inventory management and secured transportation of the notes and
coins on behalf of for Bank of Thailand (BOT).
For the years ended December 31, 2021, CCC revenues were
approximately $0,2 million (0.5%).
Cheque Center Service (CDC)
Cheque Center Service (CDC) includes secured cheque pickup and
delivery service.
For the year ended December 31, 2021, 2020 and 2019, CDC revenues
were approximately $0.05 million (0.1%), $0.1 million (0.2%) and
$0.4 million (1%), respectively.
Express Cash
The express cash service is an expansion of our Guardforce Digital
Machine, or GDM, solution. We work with commercial banks to have a
mobile GDM installed in our CIT vehicles to collect cash from
retail customers at the retailers’ sites. The cash is immediately
processed inside the CIT vehicle and the cash counting results are
immediately transmitted to GF Cash (CIT) headquarters and to the
commercial bank. That bank will then credit the counted amount to
its customers’ bank accounts. We launched the Express Cash service
in 2019.
For the years ended December 31, 2021, 2020 and 2019, express cash
service revenues were $nil (nil %), $0.1 million (0.3%) and $nil
(nil %), respectively.
Coin Processing Service
The Coin Processing Service includes the secured collection of
coins from retail businesses and banks. The coins are stored and
then delivered to the Royal Thai Mint, a sub-division of the Thai
Treasury Department, Ministry of Finance. We deploy manpower to
work at the Royal Thai Mint as cashier services. Additionally, we
use our existing vehicle fleet to deliver coins from the Royal Thai
Mint to bank branches, and vice versa.
For the years ended December 31, 2021, 2020 and 2019, coin
processing service revenues were $nil, $0.3 million (0.8%) and
$0.04 million (0.1%), respectively.
International Shipment
International shipment provides secured delivery service that we
receive and deliver high valued items such as diamonds and
jewelries on behalf of our customers. We receive the consignment by
air and delivers to local customers in Thailand or vice versa.
For the years ended December 31, 2021, 2020 and 2019, international
shipment revenues were $0.05 million (0.1%), $0.06 million (0.0%)
and $nil (nil %), respectively.
Cash Deposit Management Solutions (GDM)
Cash Deposit Management Solutions are currently delivered by our
Guardforce Digital Machine (GDM). The GDM product is deployed at
customer sites to provide secured retail cash deposit services.
Customers use our GDM product to deposit daily cash receipts. We
then collect the daily receipts from our GDM in accordance to the
agreed schedules. All cash receipts are then securely collected and
delivered to our cash processing center for further handling and
processing.
For the years ended December 31, 2021, 2020 and 2019, GDM revenues
were approximately $1.6 million (4.7%), $1.5 million (3.9%) and
$1.2 million (3%), respectively.
Our Fee Structure for the Secured Logistics Business
We have several fee models based on the services provided. Our fees
for dedicated vehicles service are based on the allocation of cost
of manpower deployment, vehicle and consumable items. Fees for
fixed collections or on-call services are based on a pre-agreed
amount per delivery, which varies by such factors as collection
time, pick-up and delivery locations and the processing time.
Our Fleet of Vehicles for the Secured Logistics Business
We operate a fleet of 473 vehicles. Our fleet includes armored
vehicles – pickup, armored vehicles – van, armored vehicles – truck
6 wheels, maintenance soft skin vehicles – pickup, coin trucks soft
skin – pickup, security patrol soft skin – pickup trucks and
administrative vehicles.
Our vehicles are maintained to the highest commercial standards to
ensure our quality of service. We operate dedicated garages for the
repair and maintenance of our vehicles, staffed with a team of
in-house auto mechanics. Our vehicle repair facilities are located
at our head office location in Laksi and at other major branch
locations. We also have a well-established logistics department
which monitors the operations of our garages and the maintenance of
our vehicle operations standards.
Our Robotic Solutions Business
Our Robotics Solutions business was established in 2020 as part of
our revenue diversification efforts. We do not manufacture the
robots, but we operate on a Robots as a Service (RaaS) business
model and purchase the robots from equipment manufacturers. We
integrate various value add applications and offer these as a
recurring revenue service. As part of our market penetration
strategy, we have adopted a mass adoption strategy by providing the
robots on a trial basis with an option to purchase or rent. In
February 2022, we announced that the company had reached a
strategic milestone deploying more than 1,400 robots in the Asia
Pacific region. The majority of these robots are still on a free
trial basis with our key consideration being the collection of
usage patterns and market intelligence allowing us to further
develop applications and features that are suitable to our
customers. In October 2021, we announced the launch of our
Intelligent Cloud Platform (ICP) to help better manage the remotely
deployed robots and to facilitate the development of additional
features and applications. We plan to provide access to the ICP to
all our clients through a browser-based interface that allows
clients real-time data access. We are working continuously to
improve and upgrade the robots and the ICP and their precise
specifications may change over time.
We currently have 3 robotics products:
[1] Reception Robot (T - Series) for indoor stationary
applications.
[2] Disinfection Robots (S - Series) for indoor applications.
[3] Delivery Robot (D - Series) for indoor applications.
Reception Robot (T – Series)
The T – Series robot is designed for indoor deployment at
ingress/egress points for access control management. The T – Series
robots are used primarily at shopping malls, residential buildings,
educational institutions, corporate buildings, hospitals,
supermarkets, transportation stations, hotels and entertainment
venues. The T – Series features include:
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Contactless
temperature screening; |
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Interactive touch
screen; and |
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Large frontal
display screen for remote public announcement and advertising. |
Disinfection Robots (S – Series)
The S – Series robot is designed to be deployed indoors with
disinfection capabilities and is used primarily at shopping malls,
residential buildings, educational institutions, corporate
buildings, hospitals, supermarkets, transportation stations, hotels
and entertainment venues. The S – Series current features
include:
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Effective mist
disinfection for areal sanitization; |
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Autonomous
navigation using Simultaneous Localization and Mapping (SLAM) and
Light detection and ranging (LiDar) technologies; and |
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Autonomous “home
return” to port feature for charging when power is running below
20%. |
Delivery Robot (D – Series)
The D – Series robot is designed for indoor applications for
autonomous delivery capabilities and is used primarily at hotels,
hospitals, restaurants and office environments. The current D –
Series features include:
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Interactive touch
screen; |
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Autonomous
navigation using Simultaneous Localization and Mapping (SLAM) and
Light detection and ranging (LiDar) technologies; and |
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Autonomous “home
return” to port feature for charging when power is running below
20%. |
In addition, all of our robots include several communications
features - the units can transfer data over both 4G LTE networks
and Wi-Fi and will be able to incorporate future 5G
capabilities.
For the year ended December 31, 2021, robotics solutions revenues
were approximately $0.37 million or approximately 1.0% of the
company’s total revenues.
Our Fee Structure for the Robotics Solutions Business
Our Robotics Solution Business has two fee structures:
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Sale of Robots:
One-off purchase by customers of the robots; and |
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Rental of Robots:
Customers lease the robots as part of our Robots as a Service
(RaaS) model. |
Our Information Security Business
We acquired a majority stake in Handshake on March 25, 2021, in
furtherance of our strategy to diversify into information security
as part of our portfolio of services. The purpose of this
acquisition was to provide us with the experience, expertise and
creditability to capitalize on the growing information security
market. The Asia Pacific market for cybersecurity is expected to
grow to approximately $51.42 billion by 2026.
https://www.mordorintelligence.com/industry-reports/asia-pacific-cyber-security-market.
Handshake has been providing professional information security
consultancy services since 2004 within the Asia Pacific region.
Handshake is the only certified and approved scanning vendor in
Hong Kong by the PCI Security Standard Council (PCI ASV).
The services offered under our Information Security business
include:
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External and
Internal Penetration Testing; |
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Wireless Network
Testing; |
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Web Application
Testing; |
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Hospitality
Services Testing; |
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Consulting
Services, Training; |
For the year ended December 31, 2021, Information Security revenues
were approximately $0.48 million, or 1.4% of the company’s total
revenues.
Our Fee Structure for the Information Security Business
Our Information Security Business has three fee structures:
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Penetration Test:
one-off fees based upon the successful delivery of the test
report; |
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PCI ASV Scan:
one-off fees based upon a successful scan result report; and |
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Reseller: one-off
fees based upon the resale and installation of third party
information security solutions . We are currently a reseller of
Rapid7 security software solutions. |
Sales and Marketing
Secured Logistics Business Sales &
Marketing
During the 2022 fiscal year, for our secured logistics business we
will endeavor to ensure that all of our existing customer contracts
will be renewed, to protect our major sources of existing income.
In addition, we plan to undertake the following activities to
promote our businesses:
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To continue to
work closely with local Thailand commercial banks to attract more
retail chain customers to our secured logistic solutions such as
outsourced cash management services; |
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To work closely
with existing customers to extend our secured logistics solutions
throughout Thailand and other industries and |
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To explore
upgrading the cash processing system to include AI related
functions and capabilities. |
Secured Logistics Customers
Since 2008, the major customer of our secured logistics business
has been the Government Savings Bank, a state-owned Thai bank
located in Bangkok.
For the year ended December 31, 2021, the revenue derived from the
Government Savings Bank was approximately $9.6 million, which
accounted for approximately 27.3% of our revenue.
For the year ended December 31, 2021, our next four largest
customers were the Bank of Ayudhya Public Company, CP All Public
Company, TTB Bank Public Company (Thanachart Bank Public Company
was one of our five major customers in fiscal year 2020 which had
merged with TMB Bank Public Company in June 2021 to become TTB Bank
Public Company) and Big C Super Center Public Company. The total
revenue derived from these four customers was approximately $15.7
million or 44.6% of our revenue. Our top five customers combined
accounted for approximately 71.9% of our revenue. We have four
customers that accounted for 10% or more of our revenue for the
years ended December 31, 2021, 2020 and 2019 (See Note 23
“Concentrations” in our audited consolidated financial statements
for details).
For the year ended December 31, 2021, substantially all of our
revenues are derived from secured logistic customers of
approximately $35.15 million. 64% of our revenue was generated from
bank customers, while retail customers and others such as
hospitality, corporate and logistics sectors accounted for 36% of
these revenues.
We are now starting to diversify our customer portfolio by
acquiring more retail customers and entering other new service
sectors in order to balance our portfolio and better protect our
business.
Our business development and customer service teams actively
participate in all contract renewal processes in order to retain
the contracts that are up for renewal and to establish and maintain
good relationships with our customers.
Secured Logistics Competition
Our principal business is secured logistics. The chart below
references GF Cash (CIT) as “GFCTH” and names GF Cash (CIT)’s
competitors showing relative market share in 2021.
THAILAND MARKET SHARE 2021
Source: Thailand Revenue Department
The secured logistics industry in Thailand is subject to
significant competition and pricing pressure. The main competitors
are the international companies such as Brinks, and there are also
many local CIT competitors in Thailand having very good
relationships with their customers. We expect our secured logistics
competition to increase and this could affect our pricing
strategies in the future.
Additionally, several banks have their own CIT subsidiaries which
serve these banks exclusively.
We also face potential competition from certain commercial banks
that market their own cash management solutions to their customers
and hire CIT companies as their CIT suppliers.
Across the CIT industry, most CIT companies want to have a
footprint in the retail sector and they use lower pricing as a
competitive strategy.
Despite the high competition in the CIT industry in Thailand, we
believe that we have significant competitive advantages,
including:
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Full coverage in
the entire country with 21 branches; |
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Flexible and
reliable operations; |
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Continuity of our
management team; |
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The authorization
by the BOT of GF Cash (CIT) to run 10 Cash Centers in Thailand to
support Cash Center operations to the BOT; |
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Long term
relationship with local commercial banks; |
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40 years of
experience among the staff/management team in the cash logistics
solutions business in Thailand; and |
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In 2021, the award
by the BOT of GF Cash as Consolidated Cash Centre operator in Khon
Kean & Hadyai. |
Robotics Solutions Business Sales & Marketing
During the 2022 fiscal year, we plan to undertake the following
activities to promote our Robotics Solutions business:
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To continue to
offer our robots on a free trial basis and to provide rental and
purchase options to drive market penetration and coverage; |
|
● |
To use our
existing nationwide infrastructure in Thailand to promote and
introduce our robotic solutions as the country begins to recover
from the COVID lockdown, in particular, to hotels, airports,
transportation hubs, hospitals and shopping centers; |
|
● |
To work closely
with partners globally in the region to promote and introduce our
robotic solutions, in particular, in Singapore, Hong Kong,
Malaysia, Macau and other Asia Pacific regions and the US; and |
|
● |
To continue to
develop and integrate the ICP to facilitate future additional
revenue streams from AI related applications and features that
includes but not limited to a customer user friendly dashboard that
allows clients to remotely monitor and analyze the data sensed from
the robots deployed within their premises. |
Robotics Solutions Customers
Since the inception of our Robotics Solutions business, the
deployment of our robots (free trial, service fee basis and sales)
has primarily been at hospitals, educational institutions,
entertainment venues, government buildings, and shopping malls in
Thailand, Hong Kong, Singapore, Malaysia, Macau and other markets
across Asia.
Robotics Solutions Competition
The robotics industry globally is still in its infancy. Competition
is high as most competitors are engaged in selling robots as a
stand-alone product. The majority of our competitors are Chinese
and Japanese robotics manufacturers. At present, there is no clear
market leader.
Despite the highly competitive environment, we believe we have the
following competitive advantages:
|
● |
Existing
distribution network via our secured logistics business
particularly in Thailand; |
|
● |
40 years of
business experience in delivering services to customers; and |
|
● |
Development of the
Intelligent Cloud Platform that will enhance the customer
experience and value. |
Information Security Business (Sales &
Marketing)
During the 2022 fiscal year, we plan to undertake the following
activities to promote our Information Security business:
|
● |
Work with
customers to extend testing services within their organizations and
to their customers; |
|
● |
Continue to
explore overseas expansion via existing business networks in
Thailand and Hong Kong; and |
|
● |
Develop automated
penetration testing applications to facilitate the Software as a
Service (SaaS) business model. |
Information Security Customers
Our customers in the Information Security business are primarily
within the financial, logistics, retail, hospitality, and corporate
services segments. Our business managers are in constant contact
with customers to ensure that all service requests are delivered on
a timely basis. The majority of service requests are based on
annual penetration test requirements by the customers.
Information Security Competition
The information security industry globally is extremely fragmented
with numerous start-ups targeting niche segments of the information
security market. We expect that with the growing transformation of
existing business to online platforms, the demand for various
Information Security solutions will grow significantly. Competition
is high as existing dominant players in the US and Europe try to
gain market share within the Asia Pacific region. However, we
believe that there will be a merging of physical security and
Information Security as customers will require not only physical
security but also the Information Security solutions.
Despite the high competition, we believe that we have significant
advantages in our information security solutions, including;
|
● |
Existing
distribution network via our secured logistics business
particularly in Thailand; |
|
● |
40 years of
business experience in delivering services to customers; and |
|
● |
The only PCI ASV
approved scanning vendor in Hong Kong. |
Our Growth Strategies
We believe that trends in the security industry during the next
decade will be characterized by rapid technological change,
continual convergence between physical security and Information
Security and increased competition. Against the backdrop of these
industry trends, we aim to enhance shareholder value by maintaining
our leading position in the Thailand secured logistics services
market as well as leveraging our competitive strengths to exploit
new opportunities identified from the increasing physical and cyber
convergence and the growth in regional security demand.
Our principal growth strategies are to:
|
● |
Continue to
maintain our leadership position in Thailand by providing the
best-in-class solutions to our customers. This includes development
of artificial intelligence, or AI, systems within our logistical
network to improve service deliveries and value add solutions to
our customers. |
|
● |
Offer a broad
range of new and innovative services that are non-cash related,
with a goal of 44% of our 2022 revenues to be derived from non-CIT
related offerings. We will continue to drive robotics solutions and
applications as the market becomes more educated and adapted to
accept new technologies. In addition, we will continue to explore
the deployment of Information Security related solutions as
businesses and individuals become more connected and more
vulnerable to security intrusions and cyber thefts. |
|
● |
Increase the speed
of transformation by acquiring or establishing partnerships with
technological innovators in the Information Security, artificial
intelligence, robotics and related fields. To that end, on March
25, 2021, we completed our acquisition of 51% of Handshake. Please
refer to the Recent Developments section below for more information
about our Handshake business. |
|
● |
Enter the US
market. We have established a strategic partnership with SBC Global
Holdings Inc. (“SBC”). We and SBC have mutually agreed to establish
the strategic partnership to enable our company a swifter entry
into the desired U.S. markets with its robotic and technology
solutions. |
|
● |
Enter the China
market. On March 22, 2022, we acquired 100% of the equity interests
in Shenzhen GFAI and Guangzhou GFAI in Greater Bay Area of China.
Greater Bay Area is one of the fastest-growing economic regions in
China with both Shenzhen and Guangzhou ranking among the top 10
largest Chinese cities and among the 30 largest cities globally.
Focused on the hospitality, healthcare, property management, and
government sectors, Shenzhen GFAI and Guangzhou GFAI derive
revenues from AI robotic services which automate repetitive tasks,
making them less labor intensive. This acquisition is expected to
serve an integral role in the growth of Guardforce AI’s robotics as
a service (RaaS) business initiative. |
|
● |
Continue to drive
geographical expansion into key markets either via acquisitions and
partnerships or organic growth. |
|
● |
Continue to invest
in and develop the robotics back-end technology such as our
Intelligent Cloud Platform (ICP) to enhance and upgrade the
features of, and applications for, the robots. |
We expect to use the majority of the net proceeds from our private
placement that closed in January to fund our planned capital
expenditures to achieve the above itemized growth strategies.
As of December 31, 2021, our cash and cash equivalents and
restricted cash was approximately $15.9 million. (See Note “Cash,
Cash Equivalents and Restricted Cash” in our audited consolidated
financial statements for the years ended December 31, 2021, and
2020 on page F-23 for details on our cash position.) To the extent
that there may be shortfalls in internal cash available for our
growth plans, we expect to be able to access commercial banking
credit facilities as the need arises.
There can be no assurance, however, that we will be able to
accomplish any of the above listed strategic objectives or to
acquire the necessary capital on terms acceptable to us, if at all.
See “Risk Factors—Risks Relating to our Business—We might not
have sufficient cash to fully execute our growth strategy.”
Our Risks and Challenges
Our prospects should be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by
similar companies. Our ability to realize our business objectives
and execute our strategies is subject to risks and uncertainties,
including, among others, the following:
Risks Relating to Our Business and Industry
Risks and uncertainties related to our business and industry
include, but are not limited to, the following:
|
● |
The effect of
the coronavirus, or the perception of its effects, on our
operations and the operations of our customers and suppliers could
have a material adverse effect on our business, financial
condition, results of operations and cash flows; |
|
● |
Our negative
operating profits may raise substantial doubt regarding our ability
to continue as a going concern; |
|
● |
We operate in
highly competitive industries; |
|
● |
We currently
report our financial results under IFRS; |
|
● |
We have
substantial customer concentration, with a limited number of
customers accounting for a substantial portion of our recent
revenues; |
|
● |
Changes to
legislation in Thailand may negatively affect our business; |
|
● |
Unexpected
increases in minimum wages in Thailand would reduce our net
profits; |
|
● |
Increases in fuel
cost would negatively impact our cost of operations; |
|
● |
We might not have
sufficient cash to fully execute our growth strategy; |
|
● |
We might not have
sufficient cash to repay a related party loan obligation; |
|
● |
Our business
success depends on retaining our leadership team and attracting and
retaining qualified personnel; |
|
● |
In the future we
may not be able to use the Guardforce trademark, which could have a
negative impact on our business; |
|
● |
We may be subject
to service quality or liability claims, which may cause us to incur
litigation expenses and to devote significant management time to
defending such claims, and if such claims are determined adversely
to us, we may be required to pay significant damage awards; |
|
● |
Decreasing use of
cash could have a negative impact on our business; |
|
● |
Implementation of
our robotics solution has required, and may continue to require,
significant capital and other expenditures, which we may not
recoup; |
|
● |
We may fail to
successfully integrate our acquisitions of Handshake, Shenzhen
GFAI, and Guangzhou GFAI and may fail to realize the anticipated
benefits; |
|
● |
We may experience
a financial loss due to our planned acquisition of subsidiaries of
Shenzhen Kewei Robot Technology Co., Limited and Shenzhen Yeantec
Co., Limited; |
|
● |
We may not be able
to obtain the necessary funding for our future capital or
refinancing needs; |
|
● |
Any compromise of
information security of our platform could materially and adversely
affect our business, operations and reputation; and |
|
● |
Our transfer
pricing decisions may result in uncertain tax exposures for our
group. |
Risks Relating to our Corporate Structure
Risks and uncertainties related to our corporate structure include,
but are not limited to, the following:
|
● |
We rely upon
structural arrangements to establish control over certain entities
and government authorities may determine that these arrangements do
not comply with existing laws and regulations. |
Risks Relating to Doing Business in Thailand
Risks and uncertainties related to doing business in Thailand
include, but are not limited to, the following:
|
● |
A severe or
prolonged downturn in the global economy or the markets that we
primarily operate in could materially and adversely affect our
revenues and results of operations; |
|
● |
We are vulnerable
to foreign currency exchange risk exposure; and |
|
● |
The ability of our
subsidiaries to distribute dividends to us may be subject to
restrictions under the laws of their respective jurisdictions. |
Risks Relating to Doing Business in China
Risks and uncertainties related to doing business in China include,
but are not limited to, the following:
|
● |
Changes in China’s
economic, political or social conditions or government policies
could have a material adverse effect on our business and
operations; |
|
● |
Uncertainties with
respect to the PRC legal system could adversely affect us; |
|
● |
The PRC government
exerts substantial influence over the manner in which our PRC
subsidiaries must conduct their business activities. If the Chinese
government significantly changes the regulations related to the
business operations of our PRC subsidiaries in the future and our
PRC subsidiaries are not able to substantially comply with such
regulations, the business operations of our PRC subsidiaries may be
materially and adversely affected and the value of our ordinary
shares may significantly decrease; |
|
● |
Our business is
subject to complex and evolving laws and regulations regarding
privacy and data protection. Compliance with China’s new Data
Security Law, Cybersecurity Review Measures, Personal Information
Protection Law, as well as additional laws, regulations and
guidelines that the Chinese government promulgates in the future
may entail significant expenses and could materially affect our
business; |
|
● |
PRC regulation of
loans to, and direct investments in, PRC entities by offshore
holding companies may delay or prevent us from using proceeds from
our future financing activities to make loans or additional capital
contributions to our PRC subsidiaries; |
|
● |
We may rely on
dividends paid by our subsidiaries for our cash needs, and any
limitation on the ability of our subsidiaries to make payments to
us could have a material adverse effect on our ability to conduct
business; |
|
● |
Under the
Enterprise Income Tax Law, we may be classified as a “Resident
Enterprise” of China. Any classification as such will likely result
in unfavorable tax consequences to us and our non-PRC
shareholders; |
|
● |
You may be subject
to PRC income tax on dividends from us or on any gain realized on
the transfer of our ordinary shares; |
|
● |
PRC laws and
regulations establish complex procedures in connection with certain
acquisitions of China-based companies by foreign investors, which
could make it more difficult for us to pursue growth through
acquisitions or mergers in China; and |
|
● |
Fluctuations in
exchange rates could have a material adverse impact on our results
of operations and the value of your investment. |
Risks Relating to Our Ordinary Shares and
Warrants
Risks and uncertainties related to our ordinary shares and warrants
include, but are not limited to, the following:
|
● |
You may experience
difficulties in effecting service of legal process, enforcing
foreign judgments or bringing actions against us or our management
named in this prospectus based on foreign laws; |
|
● |
We are a foreign
private issuer within the meaning of the rules under the Exchange
Act, and as such we are exempt from certain provisions applicable
to U.S. domestic public companies; |
|
● |
As a foreign
private issuer, we are permitted to rely on exemptions from certain
Nasdaq corporate governance standards applicable to domestic U.S.
issuers. This may afford less protection to holders of our shares;
and |
|
● |
Future issuances
of debt securities, which would rank senior to our ordinary shares
upon our bankruptcy or liquidation, and future issuances of
preferred shares, which could rank senior to our ordinary shares
for the purposes of dividends and liquidating distributions, may
adversely affect the level of return you may be able to achieve
from an investment in our securities. |
Impact of Coronavirus Pandemic
The spread of the COVID-19 around the world has caused significant
business disruption commencing with the first quarter of 2020. On
March 11, 2020, the World Health Organization declared the outbreak
of COVID-19 as a global pandemic, which continues to spread around
the world. There is significant uncertainty around the breadth and
duration of business disruptions related to COVID-19, as well as
its impact on the U.S. and international economies. While it is
difficult to estimate the financial impact of COVID-19 on the
company’s operations, management believes that COVID-19 could
continue to have a material adverse impact on its financial results
in year 2021. As of September 28, 2021, the total confirmed number
of COVID-19 cases in Thailand was 1,581,415. Schools, bars and
massage parlours have been closed until recently and alcohol sales
have been banned in restaurants in a bid to curb the pandemic.
Given the rapidly changing developments, we cannot accurately
predict what effects these developments will have on our business
going forward. Our revenues for the year ended December 31, 2020
were negatively impacted by the pandemic by approximately 2.4%. For
the years ended December 31, 2020 and 2019, revenues were
approximately $37.65 million and $38.57 million, respectively.
While we expect demand for our services to be negatively impacted
as a result of the COVID-19 crisis, increases in some lines of
business, and decrease in others, the future impact of the COVID-19
crisis on our industry and our business will depend on, among other
factors, the ultimate geographic spread of the virus, governmental
limitations, the duration of the outbreak, travel restrictions and
business closures.
Corporate Information
Our corporate address is 10 Anson Road, #28-01 International Plaza,
Singapore 079903. Our company email address is
info@guardforceai.com.
Our agent for service of process in the United States is Cogency
Global Inc., located at 122 East 42nd Street, 18th Floor, New York,
N.Y. 10168.
Our website can be found at https://www.guardforceai.com. The
information contained on our website is not a part of this
prospectus, nor is such content incorporated by reference herein,
and should not be relied upon in determining whether to make an
investment in our securities.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”). As a result, we are
permitted to, and intend to, rely on exemptions from certain
disclosure requirements. For so long as we are an emerging growth
company, we will not be required to:
|
● |
have an auditor report on our
internal controls over financial reporting pursuant to Section
404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”); |
|
● |
comply with any requirement that
may be adopted by the Public Company Accounting Oversight Board
regarding mandatory audit firm rotation or a supplement to the
auditor’s report providing additional information about the audit
and the financial statements (i.e., an auditor discussion and
analysis); |
|
● |
submit certain executive
compensation matters to stockholder advisory votes, such as
“say-on-pay” and “say-on-frequency;” and |
|
● |
disclose certain executive
compensation related items such as the correlation between
executive compensation and performance and comparisons of the chief
executive officer’s compensation to median employee
compensation. |
In addition, Section 107 of the JOBS Act also provides that an
emerging growth company can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended (the “Securities Act”), for complying with
new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting
standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the benefits of
this extended transition period. Our financial statements may
therefore not be comparable to those of companies that comply with
such new or revised accounting standards.
We will remain an emerging growth company until the earliest of
(i) the last day of the fiscal year during which we have total
annual gross revenues of at least $1.07 billion; (ii) the
last day of our fiscal year following the fifth anniversary of the
completion of this offering; (iii) the date on which we have,
during the preceding three year period, issued more than
$1.0 billion in non-convertible debt; or (iv) the date on
which we are deemed to be a “large accelerated filer” under the
Exchange Act, which could occur if the market value of our ordinary
shares that are held by non-affiliates exceeds $700 million as
of the last business day of our most recently completed second
fiscal quarter. Once we cease to be an emerging growth company, we
will not be entitled to the exemptions provided in the JOBS Act
discussed above.
THE OFFERING
Shares offered: |
|
This
prospectus relates to 4,337,349 ordinary shares issuable upon the
exercise of publicly traded warrants including 4,156,626 ordinary
shares issuable upon exercise of the warrants issued to investors
and 180,723 ordinary shares issuable upon the exercise of the
warrants issued to the underwriters’ representative, both in our
initial public offering. |
|
|
|
Ordinary shares outstanding prior to
this offering(1)(2): |
|
41,379,075
ordinary shares |
|
|
|
Ordinary shares outstanding after the
offering assuming full exercise of the publicly-traded warrants and
the representative’s warrants(1): |
|
45,075,124
ordinary shares |
|
|
|
Use of Proceeds |
|
The
publicly-traded investor warrants are exercisable immediately upon
issuance and will thereafter remain exercisable at any time up to
five (5) years from the date of original issuance. The holders of
the warrants must pay the exercise price, currently $1.15 per
share, in order to exercise the warrants and receive the shares
that the warrants provide for. The representative’s
warrants are exercisable at any time and from time to time, in
whole or in part, during the four-and-a-half-year period commencing
March 29, 2022. Warrants may be exercised only for a whole
number of shares. If the warrants are exercised on a cashless
basis, we will not receive any proceeds from their
exercise. Assuming the exercise of all warrants for cash
at the warrants’ current exercise price, we will receive proceeds
of approximately $4.99 million. We plan to use the proceeds for
working capital and general corporate purposes. See “Use of
Proceeds” for more information on the use of proceeds. |
|
|
|
Risk Factors |
|
Investing in our
securities involves a high degree of risk. You should carefully
read and consider the information beginning on page 17 of this
prospectus set forth under the heading “Risk Factors” and all other
information set forth in this prospectus, and the documents
incorporated herein and therein by reference before deciding to
invest in our ordinary shares and warrants. |
|
|
|
Nasdaq Capital Market symbol |
|
Our ordinary
shares and publicly-traded warrants are both listed on Nasdaq under
the symbols “GFAI” and “GFAIW”, respectively. |
(1) |
The
number of ordinary shares outstanding before and immediately
following this offering does not include the remaining 11,426,148
of our ordinary shares issuable upon exercise of warrants issued in
our private placement on January 20, 2022. |
(2) |
The
number of ordinary shares outstanding before and immediately
following this offering includes 641,301 ordinary shares
issued upon the exercise of IPO warrants exercised in April
2022. |
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. Before
you decide to invest in our securities, you should consider
carefully the risks described above as well as the risks described
in the section captioned “Risk Factors” in our annual report on
Form 20-F for the year ended December 31, 2021, and as updated by
any document that we subsequently file with the SEC that is
incorporated by reference in this prospectus, together with other
information in this prospectus and the information and documents
incorporated by reference in this prospectus. These risks and
uncertainties described above and in these sections and documents
are not the only risks and uncertainties we face. Additional risks
and uncertainties not presently known to us or that we currently
deem immaterial also may impair our business operations. If any of
such risks actually occur, our business, operating results,
prospects or financial condition could be materially and adversely
affected. This could cause the trading price of our ordinary shares
to decline and you may lose all or part of your
investment.
USE OF
PROCEEDS
We
will not receive any proceeds from the sale of ordinary shares
pursuant to this prospectus. We may, however, receive up to
approximately $4.99 million in proceeds from the exercise of
warrants pursuant to this prospectus if the warrants are exercised
for cash. We will use any proceeds received by us from the cash
exercise of the warrants for working capital and general corporate
purposes.
We
cannot predict when or if any of the warrants will be exercised,
and it is possible that the warrants may expire and never be
exercised. In addition, the warrants issued to the representative
of the underwriters are exercisable on a cashless basis at any time
and the warrants issued to investors in our initial public offering
are exercisable on a cashless basis if at the time of exercise
there is no effective registration statement registering, or the
prospectus contained therein is not available for, the issuance of
the ordinary shares for which the warrants are exercisable. As a
result, we may never receive meaningful, or any, cash proceeds from
the cash exercise of the warrants, and we cannot plan on any
specific uses of any proceeds we may receive beyond the purposes
described herein.
DIVIDEND
POLICY
We
have never declared or paid cash dividends on our ordinary shares.
We currently intend to retain all available funds and any future
earnings for use in the operation of our business and do not
anticipate paying any cash dividends on our ordinary shares in the
near future. We may also enter into credit agreements or other
borrowing arrangements in the future that will restrict our ability
to declare or pay cash dividends on our ordinary shares. Any future
determination to declare dividends will be made at the discretion
of our board of directors and will depend on our financial
condition, operating results, capital requirements, contractual
restrictions, general business conditions and other factors that
our board of directors may deem relevant. See also “Risk
Factors— Risks Related to Our Ordinary Shares and Warrants—We have
no plans to pay dividends” in our annual report for the year
ended December 31, 2021 on Form 20-f incorporated herein by
reference.
CAPITALIZATION
AND INDEBTEDNESS
The
table below sets forth our capitalization and indebtedness as of
March 31, 2022:
|
● |
on an
actual basis; and |
|
● |
on an
as adjusted basis to give effect to the issuance of 641,300
ordinary shares upon the exercise of IPO warrants at the exercise
price of $1.30 per share and the issuance of 1 ordinary share at
the exercise price of $1.15 per share. |
|
|
As
of March 31, 2022 |
|
|
Actual
|
|
|
As
Adjusted |
|
Cash
and cash equivalents and restricted cash |
|
$ |
13,782,424 |
|
|
$ |
14,616,094 |
|
Total
current liabilities |
|
$ |
25,606,523 |
|
|
$ |
25,606,523 |
|
Shareholders’
equity (deficit) |
|
$ |
|
|
|
$ |
|
|
Ordinary
Share, $0.003 par value; 300,000,000 authorized; 31,534,691 issued
and outstanding as of March 31, 2022 |
|
|
94,605 |
|
|
|
96,529 |
|
Subscription
receivable |
|
|
(50,000 |
) |
|
|
(50,000 |
) |
Additional
paid-in capital |
|
|
28,504,076 |
|
|
|
29,335,843 |
|
Legal
reserve |
|
|
239,524 |
|
|
|
239,524 |
|
Warrants
reserve |
|
|
251,036 |
|
|
|
251,036 |
|
Retained
earnings (Deficit) |
|
|
(12,688,632 |
) |
|
|
(12,688,653 |
) |
Accumulated
other comprehensive income |
|
|
785,813 |
|
|
|
785,813 |
|
Non-controlling
interests |
|
$ |
21,628 |
|
|
|
21,628 |
|
Total
capitalization |
|
$ |
17,158,050 |
|
|
|
17,991,720 |
|
The
information above is based on 31,534,691 ordinary shares issued and
outstanding as of March 31, 2022, and the “as adjusted” column does
not include the following:
|
● |
3,515,325
ordinary shares issuable upon exercise of the publicly listed
warrants issued to investors in the company’s IPO, at a current
exercise price of $1.15 per share, because the company does not
believe that it is likely these warrants will be exercised in view
of the current market price of the company’s ordinary
shares; |
|
● |
180,723
ordinary shares issuable upon the cashless exercise of publicly
listed underwriter warrants issued in the company’s initial public
offering; |
|
● |
453,845
ordinary shares issued in April 2022 upon the exercise of
warrants, at the exercise price of $1.30 per share, issued in
a private placement which closed on January 20, 2022 (the “January
2022 Private Placement”), and the remaining 11,426,148 ordinary
shares issuable upon exercise of the publicly listed warrants
issued in the January 2022 Private Placement, at a current exercise
price of $1.15 per share; |
|
● |
2,660,000
ordinary shares reserved for future issuance under our Guardforce
AI Co., Limited 2022 Equity Incentive Plan; and |
|
● |
8,739,351
ordinary shares issued in the company’s registered direct offering
on April 6, 2022 at the offering price of $1.15 per
share. |
DESCRIPTION OF SHARE
CAPITAL
The
following describes our share capital, summarizes the material
provisions of our amended and restated memorandum and articles of
association relating to our share capital. This summary does not
purport to be a summary of all of the relevant provisions of our
amended and restated memorandum and articles of association, which
additional provisions are incorporated herein by reference to our
annual report on Form 20-F for the fiscal year ended December 31,
2021. Additionally, you should read our amended and restated
memorandum and articles of association which are filed as exhibits
to the registration statement of which this prospectus forms a
part, for the provisions that are important to you.
We
are a Cayman Islands exempted company with limited liability and
our affairs are governed by our Memorandum of Association and
Articles of Association and the Companies Act, which is referred to
as the Companies Act below.
As of
the date of this prospectus, our authorized share capital is
300,000,000 ordinary shares, with a par value of $0.003 each,
among which 41,379,075 ordinary shares are issued and outstanding.
In addition, we currently have 15,122,196 warrants issued and
outstanding, which include: (i) warrants to purchase 3,515,325
ordinary shares and these warrants are exercisable at a current
exercise price of $1.15 per share with the expiration date of
September 28, 2026; (ii) warrants to purchase 11,426,148 ordinary
shares, at a current exercise price of $1.15 per share with the
expiration date of January 20, 2027; and (iii) 180,723 warrants
that were issued to the assignee of the representative of the
underwriters in our initial public offering at a current exercise
price of $1.15 per share with the expiration date of September 28,
2026.
The
following are summaries of material provisions of our amended and
restated memorandum and articles of association and the Companies
Act insofar as they relate to the material terms of our ordinary
shares. We incorporate by reference into this prospectus our
Amended and Restated Memorandum of Association and Articles of
Association, filed as Exhibit 99.1 to the Report on Form 6-K filed
on August 25, 2021. Our shareholders adopted our Amended and
Restated Memorandum of Association by a special resolution on
February 5, 2020 and the Articles of Association were adopted at
incorporation.
Ordinary
Shares
General
All
of our issued and outstanding ordinary shares are fully paid and
non-assessable. Our ordinary shares are issued in registered form
and are issued when registered in our register of members. We may
not issue shares to bearer. Our shareholders, who are non-residents
of the Cayman Islands, may freely hold and vote their ordinary
shares.
Dividends
The
holders of our ordinary shares are entitled to receive such
dividends as may be declared by our board of directors subject to
our Memorandum and Articles of Association and the Companies Act.
Under Cayman Islands law, our company may pay a dividend out of
either profits or share premium account in accordance with the
Companies Act, provided that in no circumstances may a dividend be
paid if this would result in our company being unable to pay its
debts as they fall due in the ordinary course of
business.
Register of Members
Under
Cayman Islands law, we must keep a register of members and there
must be entered therein:
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● |
the
names and addresses of the members, a statement of the number and
category of shares held by each member, in certain cases
distinguishing each share by its number, and of the amount paid or
agreed to be considered as paid, on the shares of each member and
whether each relevant category of shares held by a member carries
voting rights, and if so, whether such voting rights are
conditional; |
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● |
the
date on which the name of any person was entered on the register as
a member; and |
|
● |
the
date on which any person ceased to be a member. |
Under
Cayman Islands law, the register of members of our company is
prima facie evidence of any matters directed or authorized
by the Companies Act to be inserted therein (i.e. the register of
members will raise a presumption of fact on the matters referred to
above unless rebutted) and a member registered in the register of
members will be deemed as a matter of Cayman Islands law to have
legal title to the shares as set against its name in the register
of members.
If
the name of any person is, without sufficient cause, entered in or
omitted from the register of members, or if default is made or
unnecessary delay takes place in entering on the register the fact
of any person having ceased to be a member, the person or member
aggrieved or any member or our company itself may apply to the
Cayman Islands Grand Court for an order that the register be
rectified, and the Court may either refuse such application or it
may, if satisfied of the justice of the case, make an order for the
rectification of the register.
Voting Rights
Holders
of our ordinary shares have the right to receive notice of, attend,
speak and vote at general meetings of our company. At any general
meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by the
chairman or one or more shareholders present in person or by proxy
entitled to vote and who together hold not less than 10% of all
voting power of our paid up share capital in issue and entitled to
vote. An ordinary resolution to be passed by the shareholders
requires the affirmative vote of a simple majority of the votes
attaching to the ordinary shares cast in a general meeting, while a
special resolution requires the affirmative vote of no less than
two-thirds of the votes attaching to the ordinary shares cast in a
general meeting. Both ordinary resolutions and special resolutions
may also be passed by a unanimous written resolution signed by all
the shareholders of our company, as permitted by the Companies Act
and our Memorandum and Articles of Association. A special
resolution will be required for important matters such as a change
of name or making changes to our Memorandum and Articles of
Association.
General Meetings and Shareholder Proposals
As a
Cayman Islands exempted company, we are not obliged by the
Companies Act to call shareholders’ annual general
meetings.
Shareholders’
general meetings may be convened by our board of directors. The
Companies Act provides shareholders with only limited rights to
requisition a general meeting and does not provide shareholders
with any right to put any proposal before a general meeting.
However, these rights may be provided in a company’s articles of
association. Our Articles of Association allow one or more
shareholders holding in aggregate, at the date of such requisition,
not less than ten percent of the paid up voting share capital to
requisition a general meeting of the shareholders, in which case
our board is obliged to convene a general meeting and to put the
resolutions so requisitioned to a vote at such meeting not later
than 30 days from the date of deposit of the requisition. However,
our Articles of Association do not provide our shareholders with
any right to put any proposals before annual general meetings or
general meetings not called by such shareholders.
A
quorum required for any general meeting of shareholders consists of
one or more shareholders present in person or by proxy holding at
least a majority of the paid up voting share capital of the
company. If the company has only one shareholder, that only
shareholder present in person or by proxy shall be a quorum for all
purposes. Advance notice of at least seven clear calendar days is
required for the convening of any general meeting of our
shareholders.
Transfer of Ordinary Shares
Subject
to the restrictions in our Memorandum and Articles of Association
as set out below, any of our shareholders may transfer all or any
of his or her ordinary shares by an instrument of transfer in the
usual or common form or any other form approved by our board of
directors.
Our
board of directors may, in its absolute discretion, decline to
register any transfer of any ordinary share.
If
our directors refuse to register a transfer they are obligated to,
within two months after the date on which the instrument of
transfer was lodged, send to the transferor and transferee notice
of such refusal.
The
transferor of any ordinary shares shall be deemed to remain the
holder of that share until the name of the transferee is entered in
the register of members.
For
the purpose of determining members entitled to notice of, or to
vote at any meeting of members or any adjournment thereof, or
members entitled to receive payment of any dividend or other
distributions, or in order to make a determination of members for
any other purpose, our board of directors may provide that the
register of members shall be closed for transfers for a stated
period which shall not in any case exceed forty (40)
days.
Liquidation
On
the winding up of our company, if the assets available for
distribution amongst our shareholders shall be more than sufficient
to repay the whole of the capital paid-up at the commencement of
the winding up, the surplus shall be distributed amongst our
shareholders in proportion to the capital paid up at the
commencement of the winding up, subject to a deduction from those
shares in respect of which there are monies due, of all monies
payable to our company for unpaid calls or otherwise. If our assets
available for distribution are insufficient to repay all of the
paid-up capital, the assets will be distributed so that the losses
are borne by our shareholders in proportion to the capital paid-up.
We are an exempted company with “limited liability” incorporated
under the Companies Act, and under the Companies Act, the liability
of our members is limited to the amount, if any, unpaid on the
shares respectively held by them. Our Memorandum of Association
contains a declaration that the liability of our members is so
limited.
Calls on Ordinary Shares and Forfeiture of Ordinary
Shares
Our
board of directors may from time to time make calls upon
shareholders for any amounts unpaid on their ordinary shares in a
notice served to such shareholders at least fourteen days prior to
the specified time and place of payment. The ordinary shares that
have been called upon and remain unpaid on the specified time are
subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary
Shares
Subject
to the provisions of the Companies Act, we may issue shares on
terms that such shares are subject to redemption at our option. Our
Company may also repurchase any of our ordinary shares provided
that the manner and terms of such purchase have been approved by
our board of directors and agreed with the relevant member. Under
the Companies Act, the redemption or repurchase of any share may be
paid out of our company’s profits or out of the proceeds of a fresh
issue of shares made for the purpose of such redemption or
repurchase, or out of the share premium account in accordance with
the Companies Act. Redemption or repurchase of any share may also
be paid out of capital if the company can, immediately following
such payment, pay its debts as they fall due in the ordinary course
of business. In addition, under the Companies Act no such share may
be redeemed or repurchased (a) unless it is fully paid up, (b) if
such redemption or repurchase would result in there being no shares
outstanding other than treasury shares, or (c) if the company has
commenced liquidation. In addition, our company may accept the
surrender of any fully paid share for no consideration.
Variations of Rights of Shares
If at
any time our share capital is divided into different classes of
shares, the rights attached to any class of shares may, unless
otherwise provided by the terms of issue of the shares of that
class, be varied with the written consent of the holders of
two-thirds of the issued shares of that class or with the sanction
of a resolution passed by at least a majority of two thirds of the
holders of shares of the class present in person or by proxy at a
separate general meeting of the holders of the shares of that
class.
Inspection of Books and Records
Holders
of our ordinary shares will have no general right under Cayman
Islands law to inspect or obtain copies of our list of shareholders
or our corporate records. However, we will provide our shareholders
with annual audited financial statements. See “Where You Can
Find More Information.”
Changes in Capital
Our
shareholders may from time to time by ordinary
resolution:
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● |
increase
our share capital by such sum, to be divided into shares of such
classes and amount, as the resolution prescribes; |
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consolidate
and divide all or any of our share capital into shares of a larger
amount than our existing shares; |
|
● |
sub-divide
our existing shares, or any of them, into shares of a smaller
amount than that fixed by our Memorandum of
Association; |
|
● |
cancel
any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person and
diminish the amount of our share capital by the amount of the
shares so cancelled; or |
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● |
convert
all or any of our paid-up shares into stock and reconvert that
stock into paid up shares of any denomination. |
Our
shareholders may by special resolution, subject to confirmation by
the Grand Court of the Cayman Islands on an application by our
company for an order confirming such reduction, reduce our share
capital or any capital redemption reserve in any manner permitted
by law.
Warrants
Issued in Our Initial Public Offering
Form. The warrants were issued under a warrant agent
agreement between us and Vstock Transfer, LLC, as warrant agent.
The material terms and provisions of the warrants offered hereby
are summarized below. The following description is subject to, and
qualified in its entirety by, the form of warrant agent agreement
and accompanying form of warrant, which is filed as an exhibit to
the registration statement of which this prospectus is a part. You
should review a copy of the form of warrant agent agreement and
accompanying form of warrant for a complete description of the
terms and conditions applicable to the warrants.
Exercisability. The warrants are exercisable immediately
upon issuance and will thereafter remain exercisable at any time up
to five (5) years from the date of original issuance. The warrants
will be exercisable, at the option of each holder, in whole or in
part by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of shares purchased
upon such exercise (except in the case of a cashless exercise as
discussed below).
Exercise Price. Each warrant was issued representing
the right to purchase one ordinary share at an exercise price of
$5.1875 per share (equal to 125% of the initial public offering
price). The exercise price is subject to appropriate adjustment in
the event of certain share dividends and distributions, stock
splits, stock combinations, reclassifications or similar events
affecting our ordinary shares and also upon any distributions of
assets, including cash, stock or other property to our
shareholders. The warrant exercise price is also subject to
anti-dilution adjustments under certain circumstances and was
accordingly adjusted most recently to the price of $1.15 per
share.
Cashless Exercise. If, at any time during the term of the
warrants, the issuance of ordinary shares upon exercise of the
warrants is not covered by an effective registration statement, the
holder is permitted to effect a cashless exercise of the warrants
(in whole or in part) by having the holder deliver to us a duly
executed exercise notice, canceling a portion of the warrant in
payment of the purchase price payable in respect of the number of
ordinary shares purchased upon such exercise.
Failure to Timely Deliver Shares. If we fail for any reason
to deliver to the holder the shares subject to an exercise by the
date that is the earlier of (i) two (2) trading days and (ii) the
number of trading days that is the standard settlement period on
our primary trading market as in effect on the date of delivery of
the exercise notice, we must pay to the holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of shares
subject to such exercise (based on the daily volume weighted
average price of our ordinary shares on the date of the applicable
exercise notice), $10 per trading day (increasing to $20 per
trading day on the fifth (5th) trading day after such
liquidated damages begin to accrue) for each trading day after such
date until such shares are delivered or the holder rescinds such
exercise. In addition, if after such date the holder is required by
its broker to purchase (in an open market transaction or otherwise)
or the holder’s brokerage firm otherwise purchases, ordinary shares
to deliver in satisfaction of a sale by the holder of the shares
which the holder anticipated receiving upon such exercise, then we
shall (A) pay in cash to the holder the amount, if any, by which
(x) the holder’s total purchase price (including brokerage
commissions, if any) for the ordinary shares so purchased exceeds
(y) the amount obtained by multiplying (1) the number of shares
that we were required to deliver to the holder in connection with
the exercise at issue times (2) the price at which the sell order
giving rise to such purchase obligation was executed, and (B) at
the option of the holder, either reinstate the portion of the
warrant and equivalent number of shares for which such exercise was
not honored (in which case such exercise shall be deemed rescinded)
or deliver to the holder the number of ordinary shares that would
have been issued had we timely complied with our exercise and
delivery obligations.
Exercise Limitation. A holder will not have the right to
exercise any portion of a warrant if the holder (together with its
affiliates) would beneficially own in excess of 4.99% of the number
of ordinary shares outstanding immediately after giving effect to
the exercise, as such percentage ownership is determined in
accordance with the terms of the warrants. However, any holder may
increase or decrease such percentage to any other percentage not in
excess of 9.99%, provided that any increase in such percentage
shall not be effective until 61 days following notice from the
holder to us.
Exchange Listing. Our publicly-traded warrants are listed
on the Nasdaq Capital Market under the symbol “GFAIW”.
Rights as a Shareholder. Except as otherwise provided in
the warrants or by virtue of such holder’s ownership of our
ordinary shares, the holder of a warrant does not have the rights
or privileges of a holder of our ordinary shares, including any
voting rights, until the holder exercises the warrant.
Governing Law and Jurisdiction. The warrant agent agreement
and warrant provide that the validity, interpretation, and
performance of the warrant agent agreement and the warrants will be
governed by the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. In
addition, the warrant agent agreement and warrant provide that any
action, proceeding or claim against any party arising out of or
relating to the warrant agent agreement or the warrants must be
brought and enforced in the state and federal courts sitting in the
City of New York, Borough of Manhattan. Investors in this offering
will be bound by these provisions. However, we do not intend that
the foregoing provisions would apply to actions arising under the
Securities Act or the Exchange Act.
Representative’s
Warrants
We
also issued a warrant to purchase 180,723 ordinary shares to the
representative of the underwriters in the offering. The
representative’s warrant will be exercisable at a per share
anti-dilution adjusted exercise price of $1.15. The
representative’s warrant is exercisable at any time and from time
to time, in whole or in part, during the four-and-½-year period
commencing six months after its issuance.
Listing
Our
ordinary shares and publicly-traded warrants are listed and traded
under the symbols “GFAI” and “GFAIW,” respectively, on the Nasdaq
Capital Market.
Transfer
Agent and Registrar
The
transfer agent and registrar for our ordinary shares in the United
States is Vstock Transfer, LLC. The address for VStock Transfer,
LLC is 18 Lafayette Place, Woodmere, New York, 11598, and the
telephone number is 212 828-8436.
PLAN OF
DISTRIBUTION
This
prospectus relates to 4,337,349 ordinary shares issuable upon the
exercise of warrants including 4,156,626 ordinary shares issuable
upon exercise of the warrants issued to investors and 180,723
ordinary shares issuable upon the exercise of warrants issued to
the underwriters’ representative, each in our initial public
offering. The terms of such warrants are described under
“Description of Share Capital.”
The
ordinary shares issuable upon the exercise of the warrants will not
be offered through underwriters, or brokers or dealers. We will not
pay any compensation in connection with the offering of the shares
upon exercise of the warrants.
The
ordinary shares offered by this prospectus will be issued and sold
upon the exercise of the warrants. The ordinary shares issuable
upon exercise of the outstanding warrants will be listed on the
Nasdaq Capital market under the symbol “GFAI.” The ordinary shares
will be distributed to holders who exercise the warrants in
accordance with the terms of the applicable warrant.
LEGAL
MATTERS
Certain
legal matters as to the United States federal and
New York law in connection with this offering were passed upon
for us by Bevilacqua PLLC. The validity of the ordinary
shares and warrants covered by this prospectus and certain other
legal matters as to Cayman Islands law were passed upon by
Conyers Dill & Pearman. Bevilacqua PLLC relied upon Conyers
Dill & Pearman with respect to matters governed by Cayman
Islands law. Certain legal matters as to the Kingdom of Thailand
law in connection with this offering were passed upon for us by
Watson Farley & Williams (Thailand) Limited.
ENFORCEMENT OF CIVIL
LIABILITIES
Cayman
Islands
We
are incorporated under the laws of the Cayman Islands as an
exempted company with limited liability. We are incorporated in the
Cayman Islands because of certain benefits associated with being a
Cayman Islands company, such as political and economic stability,
an effective judicial system, a favorable tax system, the absence
of foreign exchange control or currency restrictions and the
availability of professional and support services. However, the
Cayman Islands has a less developed body of securities laws as
compared to the United States and provides less protection for
investors. In addition, Cayman Islands companies may not have
standing to sue before the federal courts of the
United States.
Our
constitutional documents do not contain provisions requiring that
disputes, including those arising under the securities laws of the
United States, between us, our officers, directors and
shareholders, be subject to arbitration.
Substantially
all of our assets are located outside the United States. In
addition, the majority of our directors and executive officers are
nationals or residents of jurisdictions other than the
United States and all or a substantial portion of their assets
are located outside the United States. As a result, it may be
difficult for investors to effect service of process within the
United States upon us or these persons, or to enforce
judgments obtained in U.S. courts against us or them,
including judgments predicated upon the civil liability provisions
of the securities laws of the United States or any state in
the United States. It may also be difficult for you to enforce
judgments obtained in U.S. courts based on the civil liability
provisions of the U.S. federal securities laws against us and
our officers and directors.
We
have appointed Cogency Global Inc. as our agent to receive service
of process with respect to any action brought against us in the
U.S. District Court for the Southern District of New York
in connection with this offering under the federal securities laws
of the United States or of any State in the United States
or any action brought against us in the Supreme Court of the State
of New York in the County of New York in connection with
this offering under the securities laws of the State of
New York.
Conyers
Dill & Pearman, our counsel as to Cayman Islands law, has
advised us that there is uncertainty as to whether the courts of
the Cayman Islands would (i) recognize or enforce judgments of
U.S. courts obtained against us or our directors or officers
that are predicated upon the civil liability provisions of the
securities laws of the United States or any state in the
United States, or (ii) entertain original actions brought
in the Cayman Islands against us or our directors or officers that
are predicated upon the securities laws of the United States
or any state in the United States.
Conyers
Dill & Pearman has informed us that although there is no
statutory enforcement in the Cayman Islands of judgments obtained
in the federal or state courts of the United States
(and the Cayman Islands are not a party to any treaties for
the reciprocal enforcement or recognition of such judgments), the
courts of the Cayman Islands would recognize as a valid judgment, a
final and conclusive judgment in personam obtained in the
Foreign Courts against our company under which a sum of money is
payable (other than a sum of money payable in respect of multiple
damages, taxes or other charges of a like nature or in respect of a
fine or other penalty) or, in certain circumstances, an in
personam judgment for non-monetary relief, and would give a
judgment based thereon provided that (a) such courts had proper
jurisdiction over the parties subject to such judgment, (b) such
courts did not contravene the rules of natural justice of the
Cayman Islands, (c) such judgment was not obtained by fraud, (d)
the enforcement of the judgment would not be contrary to the public
policy of the Cayman Islands, (e) no new admissible evidence
relevant to the action is submitted prior to the rendering of the
judgment by the courts of the Cayman Islands, and (f) there is due
compliance with the correct procedures under the laws of the Cayman
Islands.
Our
agent for service of process in the United States, Cogency Global
Inc., is located at 122 East 42th Street, 18th Floor, New York,
N.Y. 10168.
Thailand
GF
Cash (CIT) and AI Thailand are incorporated under the laws of
Thailand with limited liabilities.
Thailand
has a less developed body of securities laws as compared to the
United States and provides less protection for investors. In
addition, companies organized in Thailand may not have standing to
sue before the federal courts of the United States.
Our
constitutional documents do not contain provisions requiring that
disputes, including those arising under the securities laws of the
United States, between us, our officers, directors and
shareholders, be subject to arbitration.
Substantially
all of our assets are located outside of the United States. In
addition, the majority of our directors and executive officers are
nationals or residents of jurisdictions other than the United
States and all or a substantial portion of their assets are located
outside of the United States. As a result, it may be difficult for
investors to effect service of process within the United States
upon us or these persons, or to enforce judgments obtained in U.S.
courts against us or them, including judgments predicated upon the
civil liability provisions of the securities laws of the United
States or any state in the United States. It may also be difficult
for you to enforce judgments obtained in U.S. courts based on the
civil liability provisions of the U.S. federal securities laws
against us and our officers and directors.
We
have appointed Cogency Global Inc. as our agent to receive service
of process with respect to any action brought against us in the
U.S. District Court for the Southern District of New York
in connection with this offering under the federal securities laws
of the United States or of any State in the United States
or any action brought against us in the Supreme Court of the State
of New York in the County of New York in connection with
this offering under the securities laws of the State of
New York. Our agent for service of process in the United
States, Cogency Global Inc., is located at 122 East 42th Street,
18th Floor, New York, N.Y. 10168.
Watson
Farley & Williams (Thailand) Limited, our outside counsel with
respect to Thailand law, has advised us that there is uncertainty
as to whether the courts of Thailand would (i) recognize or enforce
judgments of U.S. courts obtained against us or our directors or
officers that are predicated upon the civil liability provisions of
the securities laws of the United States or any state in the United
States, or (ii) entertain original actions brought in Thailand
against us or our directors or officers that are predicated upon
the securities laws of the United States or any state in the United
States.
EXPERTS
The
consolidated financial statements of our company as of and for the
years ended December 31, 2021 included in our Annual Report on Form
20-F for the year ended December 31, 2021 and incorporated by
reference herein and in the registration statement, have been
audited by PKF Littlejohn LLP, an independent registered public
accounting firm, as set forth in their report thereon, and
incorporated by reference elsewhere herein. Such financial
statements are incorporated herein by reference in reliance upon
such report given on the authority of said firm as expert in
auditing and accounting.
Our
consolidated financial statements as of December 31, 2020 and 2019
and for the years then ended included in this prospectus have been
audited by Wei, Wei & Co., LLP, an independent registered
public accounting firm, as stated in their report appearing herein.
Such financial statements are included in reliance upon the report
of such firm given upon their authority as experts in accounting
and auditing.
The
offices of Wei, Wei & Co., LLP are located at 133-10
39th Avenue, Flushing, New York 11354.
INDEMNIFICATION
Insofar
as indemnification by us for liabilities arising under the
Securities Act may be permitted to our directors, officers or
persons controlling the company pursuant to provisions of our
amended and restated memorandum and articles of association, or
otherwise, we have been advised that in the opinion of the SEC,
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a
claim for indemnification by such director, officer or controlling
person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling
person in connection with the securities being offered, we will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
WHERE YOU CAN FIND
MORE INFORMATION
This
prospectus is part of a registration statement on Form F-3 that we
filed with the SEC relating to the securities offered by this
prospectus, which includes additional information. You should refer
to the registration statement and its exhibits for additional
information. Whenever we make reference in this prospectus to any
of our contracts, agreements or other documents, the references are
not necessarily complete and you should refer to the exhibits
attached to the registration statement for copies of the actual
contract, agreements or other document.
We
are subject to the informational requirements of the Exchange Act
applicable to foreign private issuers. We, as a “foreign private
issuer,” are exempt from the rules under the Exchange Act
prescribing certain disclosure and procedural requirements for
proxy solicitations, and our officers, directors and principal
shareholders are exempt from the reporting and “short-swing” profit
recovery provisions contained in Section 16 of the Exchange Act,
with respect to their purchases and sales of shares. In addition,
we are not required to file annual, quarterly and current reports
and financial statements with the SEC as frequently or as promptly
as U.S. companies whose securities are registered under the
Exchange Act.
The
SEC maintains a website that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the SEC. The address of the SEC’s
website is www.sec.gov.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file
with it, which means that we can disclose important information to
you by referring you to those documents. The information
incorporated by reference is considered to be part of this
prospectus and information we file later with the SEC will
automatically update and supersede this information. The documents
we are incorporating by reference as of their respective dates of
filing are:
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reports
on Form 6-K filed with the SEC on
April 6, 2022,
April 7, 2022,
April 8, 2022,
April 14, 2022,
April 22, 2022,
May 5, 2022,
May 13, 2022,
May 17, 2022,
May 24, 2022,
May 25, 2022,
June 1, 2022,
June 8, 2022 and
June 21, 2022; |
|
● |
the company’s Annual Report on
Form 20-F as amended by
Form 20-F/A for the fiscal year ended December 31, 2021, filed
with the Commission on March 31, 2022 and April 14, 2022,
respectively and |
|
● |
the
description of the company’s ordinary shares contained in the
company’s Registration Statement on Form
8-A12B (File No. 001-40848) filed with the SEC on
September 28, 2021, pursuant to Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description. |
All
subsequent annual reports filed by us pursuant to the Exchange Act
on Form 20-F prior to the termination of the offering shall be
deemed to be incorporated by reference to this prospectus and to be
a part hereof from the date of filing of such documents. We may
also incorporate part or all of any Form 6-K subsequently submitted
by us to the SEC prior to the termination of the offering by
identifying in such Forms 6-K that they are being incorporated by
reference herein, and any Forms 6-K so identified shall be deemed
to be incorporated by reference in this prospectus and to be a part
hereof from the date of submission of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The
information we incorporate by reference is an important part of
this prospectus, and later information that we file with the SEC
will automatically update and supersede the information contained
in this prospectus.
We
will provide you without charge, upon your written or oral request,
a copy of any of the documents incorporated by reference in this
prospectus, other than exhibits to such documents which are not
specifically incorporated by reference into such documents. Please
direct your written or telephone requests to us at:
Guardforce
AI Co., Limited,
10
Anson Road, #28-01 International Plaza,
Singapore
079903
+66
(0) 2973 6011
Attention:
Investor Relations
Guardforce AI (NASDAQ:GFAI)
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From Jan 2022 to Jan 2023