Core Insights - Guardforce AI Co., Limited is advancing its AI-first transformation strategy, focusing on the development of a multi-agent AI platform and the commercialization of smart solutions in Thailand's retail and banking sectors [2][4]. Financial Performance - For the first half of 2025, revenue increased by approximately $0.6 million, or 3.6%, to approximately $18.2 million compared to the same period in 2024 [5]. - Gross profit decreased to approximately $3.0 million for 1H 2025, down from approximately $3.2 million for 1H 2024, resulting in a gross profit margin decrease to 16.2% from 18.4% [5]. - Selling, general, and administrative expenses decreased to approximately $4.7 million, a 3.2% decrease from approximately $4.9 million in 1H 2024 [6]. - The net loss from continuing operations was $2.2 million for 1H 2025, compared to a net loss of $1.9 million for the same period in 2024 [8]. Business Developments - The company launched DeepVoyage Go (DVGO) on April 1, 2025, an AI-powered itinerary planner for travel professionals, marking the first commercial deployment of its multi-agent AI platform [6]. - Revenue from Guardforce Digital Machine (GDM) grew by $0.3 million, or 18.1%, to $2.2 million in 1H 2025, reflecting increased adoption among banking and retail clients in Thailand [6]. - The company secured multi-year contract renewals with major clients, including Government Savings Bank (Thailand) and other top-tier financial and retail institutions [7]. Operational Highlights - Guardforce AI maintained its market-leading position in Thailand in secured logistics and cash management, supported by strong contract renewals and a resilient operational network [3]. - The company is diversifying its client mix, with retail clients contributing a growing share of overall revenue, currently making up approximately two-thirds of its top 15 clients [7]. Cash Position - As of June 30, 2025, the company had cash, cash equivalents, and restricted cash of approximately $25.0 million, compared to $23.4 million as of December 31, 2024 [8].

Core Insights - Guardforce AI Co., Limited has successfully launched its smart solutions and AI applications during a rebranding event in Bangkok, Thailand, showcasing its commitment to advancing AI-driven services [1][2] Group 1: Company Developments - The rebranding event introduced a refreshed brand identity and an expanded business portfolio, featuring two updated solutions: Smart Cash Solution and Smart Retail Solution [2] - The Smart Cash Solution aims to automate back-office cash management, enhancing cash handling processes and accuracy, while the Smart Retail Solution provides functionalities like customer flow analysis and inventory management for various retail environments [3] Group 2: Strategic Vision - The Chairwoman and CEO of Guardforce AI emphasized the company's capability to integrate AI solutions that address real-world business challenges, highlighting the launch of the AI agent implementation in travel, DeepVoyage Go (DVGO) [4] - DVGO is designed to empower travel advisors with personalized solutions, enhancing sales and marketing effectiveness and operational efficiency, supporting the company's mission to expand recurring revenue streams through tech-enabled services [4] Group 3: Company Background - Guardforce AI specializes in security solutions, focusing on AI and robotics to improve operational efficiency and sales processes, particularly in the retail and travel sectors across the Asia Pacific [5] - The company leverages 42 years of operational experience and a strong customer base to elevate tailored AI solutions and expand globally [5]

Core Viewpoint - Guardforce AI Co., Limited is set to launch its smart solutions during a rebranding event, marking a significant step in its transformation strategy and positioning itself as a leader in secure logistics and technology partnerships [1][2]. Group 1: Company Overview - Guardforce AI specializes in integrated security solutions, focusing on secured logistics, AI, and Robot-as-a-Service (RaaS) [1]. - The company has 42 years of operational experience and a strong customer base, which supports its expansion of tailored AI solutions globally [3]. Group 2: Event Details - The rebranding event will take place on July 25, 2025, in Bangkok, Thailand, and will unveil the refreshed brand identity of Guardforce Cash Solutions Security (Thailand) along with two updated solutions: Smart Cash Solutions and Smart Retail Solutions [2]. - Key company leaders, including Chairwoman and CEO Olivia Wang and Managing Director Kelvin Chu, will present at the event, discussing the company's strategy and operational momentum [2]. Group 3: Technological Advancements - The company has implemented smart technologies, including robotics and AI-driven tools, to enhance automation and operational efficiency [3]. - The focus is on advancing business operations and driving AI-powered growth in sectors such as retail and travel within the Asia Pacific region [3].

Core Insights - Guardforce AI has secured a three-year renewal contract with Government Savings Bank (GSB), effective from June 1, 2025, to May 31, 2028, marking a decade-long partnership [1][2] - The renewed agreement allows Guardforce Cash Solutions Security (Thailand) to continue providing cash-in-transit and maintenance services for GSB's ATM network, particularly in Thailand's upcountry regions [2] - This renewal ensures stable revenue streams for Guardforce AI, enabling the company to invest in innovation and expand its AI-driven solutions [3] Company Overview - Guardforce AI Co., Limited specializes in integrated security solutions, focusing on AI and Robot-as-a-Service (RaaS) to enhance operational efficiency, particularly in the retail and travel sectors across the Asia Pacific [4] - The company has 42 years of operational experience and a strong customer base, which supports its strategy for global expansion and tailored AI solutions [4]

PART I [ITEM 1. Identity of Directors, Senior Management and Advisers](index=9&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item is **not applicable for annual reports on Form 20-F** - This item is **not applicable for annual reports on Form 20-F**[23](index=23&type=chunk) [ITEM 2. Offer Statistics and Expected Timetable](index=9&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is **not applicable for annual reports on Form 20-F** - This item is **not applicable for annual reports on Form 20-F**[24](index=24&type=chunk) [ITEM 3. Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines critical information including capitalization, offer reasons, and comprehensive risk factors covering business, corporate structure, international operations, and securities [A. Reserved](index=9&type=section&id=A.%20RESERVED) This section is **not applicable** - **This section is not applicable**[25](index=25&type=chunk) [B. Capitalization and Indebtedness](index=9&type=section&id=B.%20Capitalization%20and%20Indebtedness) This section is **not applicable** - **This section is not applicable**[26](index=26&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=9&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This section is **not applicable** - **This section is not applicable**[27](index=27&type=chunk) [D. Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) This section details various risks including operational, corporate, international, and those related to the company's ordinary shares and warrants - Investment in the company's securities involves a **high degree of risk**, particularly due to significant operations in Thailand and a legal/regulatory environment that differs from the U.S[28](index=28&type=chunk) - The company's **negative operating profits raise substantial doubt about its ability to continue as a going concern**, necessitating additional financing[29](index=29&type=chunk)[35](index=35&type=chunk) - The company operates in **highly competitive industries**, including secured logistics and AI&Robotics, facing pricing pressures and rapid technological obsolescence **in 2024**[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - A significant portion of the company's revenue is concentrated among a limited number of customers, with the **top four customers accounting for approximately 59.0% of total revenues in 2024**, posing risks from demand fluctuations or contract terminations[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The company **reports financial results under IFRS, which differs from U.S. GAAP**, potentially making comparisons difficult for investors[50](index=50&type=chunk) - **Operations in Thailand are subject to risks** from evolving security legislation, unexpected increases in minimum wages, and rising fuel costs, which could negatively impact profitability[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - The company's success depends on **retaining its leadership team and attracting/retaining qualified personnel**, especially skilled AI researchers and developers[54](index=54&type=chunk) - There is a **risk of losing the 'Guardforce' trademark license in Thailand**, which could **materially affect the business and brand recognition**[55](index=55&type=chunk)[56](index=56&type=chunk) - The **decreasing use of cash could negatively impact the traditional secured logistics business**, despite efforts to diversify into cash management and non-cash security solutions[60](index=60&type=chunk) - The **fast-changing AI and robotics technologies may lead to significant provisions and impairments** on robot assets and cloud platforms due to obsolescence or incompatibility[61](index=61&type=chunk)[62](index=62&type=chunk) - The **AI industry faces challenges related to laws, regulations, ethical, and societal considerations**, with non-compliance potentially leading to financial loss or reputational damage[63](index=63&type=chunk) - **Implementation of AI&Robotics solutions requires significant capital expenditures**, with no assurance of recouping these investments[64](index=64&type=chunk) - The **divestiture of Handshake and potential failure to integrate other acquisitions** (Shenzhen GFAI, Guangzhou GFAI, Beijing Wanjia, InnoAI) could affect business growth and result in goodwill loss[65](index=65&type=chunk)[66](index=66&type=chunk) - **Compromise of information security on the company's platform could materially and adversely affect business**, operations, and reputation, leading to litigation and penalties[67](index=67&type=chunk) - **Transfer pricing decisions may result in uncertain tax exposures**, and challenges by taxing authorities could negatively affect financial condition[68](index=68&type=chunk) - **Geopolitical instability, including ongoing military conflicts** in Ukraine and the Middle East, could materially adversely affect the global economy, capital markets, and the company's business[69](index=69&type=chunk)[162](index=162&type=chunk) - The company's **tiered shareholding structure in Thailand, designed to comply with foreign investment restrictions, may be challenged** by authorities, potentially leading to license revocation, penalties, or forced restructuring[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - A **severe or prolonged downturn in the global economy** or the markets where the company primarily operates (Thailand) could materially and adversely affect revenues and results of operations[76](index=76&type=chunk) - The company is **vulnerable to foreign currency exchange risk**, particularly between the Thai Baht (THB) and U.S. dollar (USD), which can impact recognized amounts from conversions[77](index=77&type=chunk)[78](index=78&type=chunk) - The **ability of subsidiaries to distribute dividends to the parent company may be restricted** by laws and regulations in their respective jurisdictions, particularly in Thailand[79](index=79&type=chunk) - **Doing business in China exposes the company to risks** from changing economic, political, and social conditions, government policies, and evolving legal and regulatory systems (e.g., data security, cybersecurity, personal information protection)[81](index=81&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - **Uncertainty exists regarding the requirement for approvals from PRC authorities** (CSRC, CAC) for U.S. listings and future securities offerings, which could lead to sanctions or adverse impacts on business and share price[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - **PRC regulations on loans and direct investments by offshore holding companies may restrict** the company's ability to inject capital into its PRC subsidiaries or fund their operations[103](index=103&type=chunk) - The company's **reliance on dividends from PRC subsidiaries for cash needs is subject to limitations** on dividend payments, including requirements for accumulated profits and reserve allocations[104](index=104&type=chunk) - **Classification as a 'Resident Enterprise' in China could result in unfavorable tax consequences**, including a **25%** enterprise income tax on worldwide income and potential withholding tax on dividends to non-PRC shareholders[105](index=105&type=chunk)[106](index=106&type=chunk) - Shareholders may be subject to PRC income tax on any gain realized from the transfer of the company's ordinary shares[107](index=107&type=chunk) - **PRC M&A Rules and regulations on overseas listings could make it more difficult and time-consuming** to pursue growth through acquisitions or mergers **in 2024**[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - **PRC regulations (SAFE Circular 37) on offshore special purpose companies by PRC residents may subject beneficial owners or subsidiaries to liability**, limit capital injection, or restrict profit distribution[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - **Fluctuations in Renminbi exchange rates against the U.S. dollar could materially adversely impact** results of operations and investment value, with limited hedging options available[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The **price of ordinary shares and warrants may fluctuate significantly**, and failure to maintain a minimum bid price of **$1.00** could lead to delisting from Nasdaq[118](index=118&type=chunk)[120](index=120&type=chunk)[123](index=123&type=chunk) - Future issuances of securities (ordinary shares, warrants) could dilute existing shareholders' interests and adversely affect market price[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=1

Core Insights - Guardforce AI experienced a transformative year in 2024, marked by operational consolidation and a stronger revenue mix, particularly in AI innovation and higher-margin offerings [3][4] - The company reported a gross profit increase of approximately 16.1% in 2024 compared to 2023, with a gross profit margin rising to 17.2% from 14.9% [3][4] - Selling, distribution, and administrative expenses decreased by 20.7% to approximately $10.1 million in 2024, contributing to a narrowed net loss of $5.9 million, an improvement of 80.1% year-over-year [4][6] Financial Performance - Revenue for 2024 increased by approximately $0.07 million, or 0.2%, to approximately $36.3 million compared to 2023 [4] - Gross profit for 2024 was approximately $6.3 million, up from approximately $5.4 million in 2023 [4] - The net loss for the year narrowed significantly to $5.9 million from $29.6 million in 2023, with loss per share decreasing to $0.53 from $4.53 [4][13] Operational Highlights - The company serves over 25,000 retail stores globally, with retail becoming a top client segment, surpassing its traditional banking focus [3] - Guardforce AI advanced its Robotics-as-a-Service model in the Asia-Pacific region and launched its first AI-powered travel planning agent, DVGO [3] - The company aims to strengthen its secured logistics foundation and expand its retail client base while investing in AI research and development in 2025 [3] Cash Position - As of December 31, 2024, Guardforce AI had approximately $23.4 million in cash, cash equivalents, and restricted cash, compared to $21.9 million in 2023 [4][6]

Core Viewpoint - Guardforce AI Co., Limited will host a conference call on April 28, 2025, to discuss its financial results for the year ended December 31, 2024, along with updates on corporate progress and developments [1]. Group 1: Conference Call Details - The conference call is scheduled for 8:30 a.m. Eastern Time on April 28, 2025 [1]. - U.S. callers can dial toll-free 888-506-0062, while international callers can reach the call at 973-528-0011, using access code 436086 [2]. - A webcast of the call will be available on the Company's Investor Relations section of its website [2]. Group 2: Investor Engagement - Investors and interested parties are encouraged to submit questions to management via email before the call [3]. - A replay of the webcast will be accessible through April 26, 2026, on the Company's Investor Relations website [4]. - A telephone replay will be available approximately one hour after the call, accessible until May 12, 2025 [4]. Group 3: Company Overview - Guardforce AI Co., Ltd. is a global security solutions provider, focusing on secured logistics, AI, and Robot-as-a-Service (RaaS) [5]. - The company has over 40 years of professional experience and is expanding its RaaS solutions to improve operational efficiency, particularly in the Asia Pacific region [5].

Core Insights - Guardforce AI Co., Limited has launched a beta version of DeepVoyage Go (DVGO), an AI-powered travel planning tool that aims to revolutionize the travel industry by significantly reducing planning time and enhancing personalization [1][2][4] Company Overview - Guardforce AI is a global integrated security provider specializing in secured logistics, AI, and Robot-as-a-Service (RaaS), with over 40 years of experience and a strong customer base [5] Product Features - DVGO utilizes task-specific AI agents that mimic the expertise of professional travel advisors, cutting down planning time from days to hours while providing high-quality itineraries [2] - The tool is designed for both travel professionals and individual users, with a phased rollout that includes in-depth travel needs analysis and AI-powered communication [3] Market Strategy - The initial launch of DVGO targets the U.S. market, with plans for expansion into the Asia-Pacific region [3] - The product is currently available by invitation only, featuring a three-day free trial before transitioning to a subscription model [3] Leadership Perspective - The Chairwoman and CEO of Guardforce AI emphasized the transformative potential of AI agents in commercial applications, highlighting the company's commitment to integrating AI into practical productivity tools [4]

Core Viewpoint - Guardforce AI has renewed significant contracts with the Government Savings Bank in Thailand, reinforcing its position as a leading provider of secured logistics and cash management services in the region [1][3]. Group 1: Contract Details - Guardforce Cash Solutions Security has secured two multi-million-dollar contracts for cash center operations and secured logistics services for coins, each lasting three years [2]. - The renewed agreements will support over 1,000 branches of the Government Savings Bank, which represents more than 95% of its nationwide network [2]. Group 2: Company Position and Future Outlook - The renewal of contracts highlights the long-standing relationship between Guardforce AI and the Government Savings Bank, validating the company's status as Thailand's premier secured logistics provider [3]. - The ongoing trust from a government-backed institution is expected to provide a stable revenue stream, supporting future growth and innovation initiatives for the company [3]. - As Thailand's economy continues to grow, the company is well-positioned to meet the increasing demand from clients [3]. Group 3: Company Overview - Guardforce AI Co., Limited specializes in integrated security solutions, focusing on AI and robotics to enhance operational efficiency, particularly in the retail and travel sectors across the Asia Pacific [4]. - With 42 years of operational experience and a strong customer base, the company aims to elevate tailored AI solutions and expand its global presence [4].

Financial Performance - Total revenue for the six months ended June 30, 2024, was $17,566,844, a decrease of 2.43% compared to $18,005,603 for the same period in 2023[6] - Gross profit increased to $3,239,750, up 50.05% from $2,158,796 in the prior year[6] - Operating loss from continuing operations improved to $(2,081,862), significantly better than $(11,901,828) in the same period last year[6] - Net loss attributable to equity holders of the Company was $(1,847,594), compared to $(13,819,219) in the previous year, reflecting a substantial reduction in losses[6] - Total comprehensive loss for the period was $(2,614,125), compared to $(13,680,023) in the prior year, indicating improved financial performance[9] - For the six months ended June 30, 2024, the net loss from continuing operations was $1,877,146, compared to a net loss of $13,860,995 for the same period in 2023[15] - The company reported a net loss of $1,838,427 for the six months ended June 30, 2024, significantly improved from a net loss of $13,849,433 in the prior year[15] - The company reported a basic and diluted loss per share of $(0.18) for the six months ended June 30, 2024, compared to $(4.35) in the same period last year[6] Assets and Liabilities - Total assets decreased to $36,183,978 as of June 30, 2024, down 21.1% from $45,814,948 at the end of 2023[4] - Total liabilities decreased to $12,568,730, a reduction of 39.2% from $20,662,173 at December 31, 2023[4] - Cash and cash equivalents decreased to $13,979,217, down 30.5% from $20,235,227 at the end of 2023[3] - The total cash and cash equivalents, and restricted cash decreased to $15,501,772 as of June 30, 2024, from $26,030,392 as of June 30, 2023[15] - The total balance as of June 30, 2024, was $10,237,282, with an accumulated deficit of $(60,188,269)[13] Expenses and Cost Management - The company has made significant progress in reducing operating expenses, with selling, distribution, and administrative expenses decreasing to $(4,967,290) from $(6,683,850) year-over-year[6] - The company’s staff expenses for the six months ended June 30, 2024, were $3,141,756, a decrease of 12.78% from $3,602,127 in 2023[130] - Total selling, distribution, and administrative expenses for the six months ended June 30, 2024, were $4,967,290, a decrease of 25.66% compared to $6,683,850 in 2023[130] - The company recorded a valuation allowance of $22,949 for deferred tax assets not expected to be realized for the six months ended June 30, 2024, compared to $874,431 in 2023[117] Acquisitions and Investments - The Company acquired a 51% majority stake in Handshake Networking Ltd on March 25, 2021, and separated from it on February 6, 2024[25] - The Company acquired 100% of Guardforce AI Singapore Pte. Ltd. on November 1, 2021, which commenced AI&Robotics solution business[26] - The acquisition of Macau GF Robotics Limited was closed on February 9, 2022, for approximately $3,205 (MOP25,000)[28] - The acquisition of GF Robotics Malaysia Sdn. Bhd. was closed on January 20, 2022, for approximately $1 (RM1)[29] - The acquisition of Shenzhen Kewei Robot Technology Co., Ltd. was closed on March 22, 2022, for $10,000,000, paid in a mix of cash (10%) and restricted ordinary shares (90%)[40] - The acquisition of Beijing Wanjia Security System Co., Ltd. was closed on June 22, 2022, for $8,400,000, also paid in a mix of cash (10%) and restricted ordinary shares (90%)[41] - The Company will acquire robot-related business assets from Shenzhen Kewei for $2,100,000, fully paid in restricted ordinary shares[44] - InnoAI was acquired for RMB1 on May 13, 2024, and is dedicated to AI project research and development[46] Cash Flow and Liquidity - Cash flows from operating activities resulted in a net cash used of $1,808,989 for the six months ended June 30, 2024, compared to $1,046,862 in the same period of 2023[15] - The Company reported a net cash provided by investing activities of $134,703 for the six months ended June 30, 2024, contrasting with a net cash used of $1,046,308 in 2023[15] - The Company’s liquidity management strategy includes maintaining sufficient cash and cash equivalents, with cash generated from public offerings and operations being the primary source of working capital[63] Inventory and Receivables - The Company reported an allowance for slow-moving or obsolete robots' inventories of $nil for the six months ended June 30, 2024, compared to $3,090,283 for the same period in 2023[68] - The company reported inventories of $381,155 as of June 30, 2024, down from $506,403 as of December 31, 2023, reflecting a decrease of approximately 24.7%[89] - Trade receivables, net, were $5,316,983 as of June 30, 2024, compared to $5,630,805 as of December 31, 2023, indicating a decrease of about 5.6%[91] - The withholding tax receivable balance decreased to $1,871,427 as of June 30, 2024, from $2,224,846 as of December 31, 2023, a decline of approximately 16%[92] - The company recorded an allowance for doubtful accounts of $184,180 for the six months ended June 30, 2024, compared to $45,932 for the same period in 2023, representing a significant increase in provisions[91] Depreciation and Amortization - Depreciation and amortization of fixed and intangible assets for the six months ended June 30, 2024, was $1,556,922, down from $2,619,001 in 2023[15] - The company reported depreciation expense related to property, plant, and equipment of $526,206 for the six months ended June 30, 2024, compared to $1,057,117 for the same period in 2023, indicating a reduction in depreciation[97] - Amortization expense related to intangible assets was $214,632 for the six months ended June 30, 2024, compared to $535,568 for the same period in 2023[103] Related Party Transactions - The company engaged in related party transactions totaling $432,118 for services/products received in the first half of 2024, compared to $211,066 in 2023, representing an increase of approximately 104.5%[138] - As of June 30, 2024, the company had amounts due from related parties totaling $13,086, a significant decrease from $2,172,638 as of December 31, 2023[133] - The company recorded interest expense of $4,575 for borrowings from related parties for the six months ended June 30, 2024, down from $39,949 in 2023[137] Compliance and Regulations - The legal reserve requirement of $223,500 was met as of June 30, 2024, in compliance with Thailand's regulations[131] Shareholder Activities - The company completed a public offering on May 5, 2023, issuing 1,720,430 ordinary shares for gross proceeds of approximately $9.2 million at a price of $4.65 per share[124] - The company issued a total of 288,000 restricted ordinary shares to officers and employees for their service performed in 2023, with a fair value of $924,955[128] - The company issued 1,628,368 ordinary shares through an "At the Market Offering" for aggregate gross proceeds of $2,593,842 from July 1, 2024, to the date of the financial statement release[129]