📋 What This Document Is 📄

This is a Form 20-F, which serves as Guardforce AI Co., Ltd.'s comprehensive Annual Report for the fiscal year ended December 31, 2025. Think of this document as the company's official yearbook—it covers everything from their operational history to their legal structure and market filings.

The report is designed for U.S. investors and provides a deep look into the company’s financial health and strategic movements over the past year. 👉 Because it is an annual filing, it contains a wealth of historical data, explaining how the company has grown from its initial concept into a global AI and robotics enterprise.

🏢 What The Company Does 🤖

In simple terms, Guardforce AI is a technology and security solutions company. It started by focusing on traditional, high-touch services like secure logistics and cash handling, but has rapidly evolved into an AI and robotics provider.

The company provides integrated solutions across three core areas:

• Secured Logistics: Physical services like cash-in-transit and ATM management (through its subsidiary, GF Cash (CIT)).
• AI & Robotics Solutions: Deploying smart robots and AI features for retail, travel, and security applications.
• Corporate Services: Supporting its global operations through various subsidiaries.

👉 The company's strategy is clear: take the reliable revenue streams from traditional security and cash handling and upgrade them using advanced AI and robotics technology.

💼 Global Presence and Subsidiaries 🌍

Guardforce AI has built a vast, complex corporate structure to support its international ambitions. The company is incorporated in the Cayman Islands, but its operations span multiple global hubs.

The filing lists numerous wholly-owned subsidiaries, showing its extensive geographic footprint:

• Singapore (AI Singapore): This indicates Singapore is a core operational base for the company.
• Thailand (AI Thailand, GF Cash (CIT), etc.): The historical strong presence in Thailand's secured logistics market (GF Cash (CIT) has over 43 years of experience) remains critical.
• China/PRC (Shenzhen GFAI, Beijing Wanjia): The company has spent significant time acquiring and structuring operations in the mainland Chinese market.
• Global Reach: It maintains subsidiaries across the UAE (Robot Trading Dubai), Malaysia (Robotics Malaysia), Australia (though it deregistered its service unit in Sept 2023), and established operations in the U.S. (Robotics US).

👉 This complex structure highlights that Guardforce AI does not operate as one single entity; it coordinates many specialized local subsidiaries to handle regional market needs.

🛡️ Secured Logistics Business Deep Dive 🏦

This segment is Guardforce AI's historical foundation and provides much of its stability. The subsidiary, GF Cash (CIT), has decades of experience in managing physical cash flow.

• Market Dominance: GF Cash (CIT) has operated in the secured logistics business in Thailand for over 43 years, making it a market leader in that specific vertical.
• Core Services: The revenue is generated from various cash management services, including Cash-In-Transit (CIT), ATM management, Cash Processing, and Consolidated Cash Center Operations (CCC).
• Revenue Trend: The total gross revenue for the secured logistic business has been trending upward:
  • December 31, 2023: $31.9 million
  • December 31, 2024: $32.4 million
  • December 31, 2025: $35.0 million
• Strategic Shift: The company has shifted its focus from primarily bank-focused clients to a more diversified base, with an increased representation of retail chain customers in the "up-country" provinces of Thailand.

👉 This segment provides predictable revenue, but the company is actively pivoting to use this stable cash flow to fund its growth into the higher-growth AI sector.

🤖 AI & Robotics Solutions Evolution 💡

This section tracks how the company has transformed its business to embrace technology. The narrative shows a clear strategic pivot from physical cash management to digital, smart services.

• The Pivot: The company started establishing a Robotics Solution business in 2020. By 2023, they were combining robots, cloud platforms, and Generative AI to create a "foundational platform."
• 2024 Focus: The strategy expanded to develop specialized AI agent solutions for personalized trip planning and retail optimization, demonstrated by the launch of the RoboTravel Agent in Asia-Pacific and the planned beta AI agent solution, Deepvoyage Go (DVGO), in January 2026.
• U.S. Expansion: They launched AIoT robot advertising services into the U.S. market with initial deployments in New York and developed a decentralized spatial computing solution to be tested there in August 2024.

👉 The company views AI and robotics not just as new products, but as the core technology necessary to future-proof their entire portfolio of services.

💰 Financial Activity and Funding Rounds 💸

The filing details numerous financing events, acquisitions, and share structures, which are critical for understanding how the company funds its rapid global expansion.

• IPO Structure: The initial public offering (IPO) occurred on October 1, 2021. The units sold included an ordinary share and a warrant to purchase an ordinary share, with the original exercise price being $1.30.
• Share Dilution: The company has frequently conducted private placements and public offerings, which typically issue new shares and warrants. This means that future financing can dilute (reduce the ownership percentage of) existing shareholders.
• Key Investments/Warrants:
  • On January 20, 2022, the company completed a private placement of 197,999 ordinary shares at a price of $7.2 per share, raising approximately $10.3 million.
  • The warrants associated with these placements are highly sensitive to anti-dilution provisions, with their exercise prices being repeatedly adjusted (e.g., to $7.20 or $4.65).

👉 These financing details show that the company relies heavily on capital markets to fuel its diverse, multi-jurisdictional growth strategy.

📈 Corporate M&A Activity and Partnerships 🤝

The filing is a historical record of major corporate transactions, indicating a highly aggressive acquisition and partnership strategy.

• China Acquisitions: The company aggressively entered the Chinese market through multiple acquisitions:
  • March 22, 2022: Acquired 100% of the equity interests in Shenzhen GFAI and Guangzhou GFAI.
  • June 22, 2022: Acquired 100% of the equity interests in Beijing Wanjia from Shenzhen Yeantec.
  • May 15, 2024: Acquired 100% of the equity interests in InnoAI Technology (Shenzhen) Co., Ltd. This was done specifically to "strengthen its internal AI capabilities."
• Partnerships: The company established strategic alliances to accelerate market access, such as:
  • SBC Global Holdings Inc. (SBC): A strategic partnership initiated on February 28, 2022, to sell and lease robots in the United States (this partnership was later terminated on May 8, 2022).
  • Riversoft Inc.: A partnership to co-develop contactless travel services, which were launched with the GFAI’s Concierge robots.

👉 These transactions demonstrate a calculated, acquisition-led growth model, constantly buying local expertise and market access in key regions like China and the U.S.

⚖️ Governance and Regulatory Status Concerns ⚠️

The filing spends significant time addressing the legal status of the company, which presents several risks and caveats for investors.

• Foreign Private Issuer Status: Guardforce AI is classified as a foreign private issuer. This exemption means they are not subject to certain strict disclosure rules required for U.S. domestic public companies (like mandatory quarterly 10-Q filings).
• Emerging Growth Company Status: The company qualifies as an "emerging growth company" until December 31, 2026. While this grants benefits (like delaying compliance with new accounting standards), it also means the required disclosures are less rigorous than those of mature companies.
• Nasdaq Listing Risks: The company has faced multiple periods of non-compliance with the minimum $1.00 bid price requirement on the Nasdaq. They had to regain compliance on April 11, 2022, and again on February 28, 2023, showing market volatility and the constant need to meet listing requirements.

👉 Investors must understand that these exemptions and non-compliance events mean they may receive less comprehensive and timely information compared to investing in a U.S. domestic company.

🧑‍💼 Management and Leadership Updates 👤

Leadership changes signal shifts in corporate focus and strategy. The filing highlights several important transitions over the past years.

• Executive Changes:
  • The previous Chairman, Terence Wing Khai Yap (“Mr. Yap”), resigned on August 31, 2022.
  • On the same date, the Board appointed Ms. Lei Wang (“Ms. Wang”) as the Chairman of the Board, Mr. Lin Jia (“Mr. Jia”) as the President, Mr. Yu-Heng Ma (“Mr. Ma”) as CFO, and Mr. Mingchang Liu (“Mr. Liu”) as the CTO.
• Consulting Agreements: The company increased the annual base salary for Ms. Wang to $650,000 per year and Mr. Lin to $180,000 per year, effective as of September 1, 2023, showing an increased commitment to key executive talent.

👉 Highlighting these changes shows a commitment to restructuring the leadership team to align with the company's AI and robotics future.

📅 Key Operational and Legal Milestones 🗓️

Beyond finance, the report provides a chronological timeline of critical corporate actions that defined the company's path.

• Share Consolidation: On January 31, 2023, the company completed a 1-for-40 share consolidation. This meant that for every 40 shares owned, the shareholder received 1 share. This action was necessary to adjust the share price to better fit market listing requirements.
• Mandatory Divestitures: The company has shown an ability to optimize its portfolio, notably the separation and disposal of its entire equity interest in Beijing Wanjia on December 25, 2025.
• Key Service Contracts:
  • The company secured a 5-year contract with Don Muang Tollway Public Company Limited (DMT) for secured logistics in Thailand.
  • A major contract was secured from the Bank of Thailand (BOT) for managed Cash Centers in Chiangmai on June 25, 2024.

👉 These operational wins prove that despite the complexity, the underlying core cash-handling business remains strong and is continually securing long-term contracts.

📞 Key Contacts and Next Steps 📍

This section is where investors can find formal communication channels and know when to look for updates.

• Principal Executive Offices: The main office address is located at 10 Anson Road, #28-01 International Plaza, Singapore 079903.
• Key Contacts:
  • CEO: Lei Wang
  • Contact Person: Lei Wang
  • Email: [email protected]
  • Phone: +65 6702 1179

🧠 The Analogy

Imagine Guardforce AI is like a general contractor who started by only building strong, reliable foundations (the secured logistics business). Recognizing that the construction industry was evolving, they realized they needed to become a tech firm. So, they used their steady cash flow to buy advanced machinery (the robots and AI), hired specialized engineers (the subsidiary acquisitions), and constantly adjusted their business plan (the share consolidations and partnerships) to ensure they were building the smartest, most modern, and most efficient structure possible.

🧩 Final Takeaway

Guardforce AI is an aggressively diversifying company successfully transitioning from a secure physical cash management provider into a global leader in AI and robotics. However, its complex structure, reliance on global legal exemptions, and history of financing through multiple share offerings require careful evaluation by investors.