Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | GUARDFORCE AI CO., LIMITED |
Document Type | 6-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001804469 |
Document Period End Date | Jun. 30, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q2 |
Entity File Number | 001-40848 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,738,377 | $ 6,930,639 |
Restricted cash | 17,059 | |
Trade receivables | 5,127,998 | 5,400,186 |
Other receivables | 817,564 | |
Other current assets | 2,380,718 | 1,743,008 |
Withholding tax receivable, net | 536,974 | 757,024 |
Inventories | 1,636,245 | 5,105,770 |
Amounts due from related parties | 7,716,503 | 14,508,873 |
Total current assets | 42,153,874 | 35,263,064 |
Non-current assets: | ||
Restricted cash | 1,274,956 | 1,300,005 |
Property, plant and equipment | 6,018,408 | 8,066,761 |
Right-of-use assets | 3,323,870 | 4,171,409 |
Intangible assets, net | 6,954,467 | 5,793,143 |
Goodwill | 1,416,405 | 2,679,445 |
Withholding tax receivable, net | 1,921,073 | 1,934,072 |
Deferred tax assets, net | 634,619 | 1,511,753 |
Other non-current assets | 397,030 | 447,322 |
Total non-current assets | 21,940,828 | 25,903,910 |
Total assets | 64,094,702 | 61,166,974 |
Current liabilities: | ||
Trade and other payables | 3,065,838 | 2,633,995 |
Borrowings | 3,509,709 | 3,181,616 |
Borrowing from a related party | 1,666,846 | 3,148,500 |
Current portion of operating lease liabilities | 1,645,233 | 1,774,192 |
Current portion of finance lease liabilities, net | 200,383 | 398,136 |
Other current liabilities | 2,837,287 | 2,477,369 |
Amounts due to related parties | 3,703,038 | 3,868,691 |
Convertible note payables | 606,786 | 1,730,267 |
Total current liabilities | 17,235,120 | 19,212,766 |
Non-current liabilities: | ||
Borrowings | 13,727,574 | 13,899,818 |
Operating lease liabilities | 1,686,803 | 2,340,075 |
Borrowings from related parties | 1,437,303 | 1,455,649 |
Finance lease liabilities | 229,747 | 233,550 |
Other non-current liabilities | 43,200 | |
Provision for employee benefits | 4,775,062 | 4,849,614 |
Total non-current liabilities | 21,856,489 | 22,821,906 |
Total liabilities | 39,091,609 | 42,034,672 |
Equity | ||
Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued and outstanding 6,883,223 shares at June 30, 2023; par value $0.12 authorized 7,500,000 shares, issued and outstanding 1,618,977 shares at December 31, 2022 | 826,022 | 194,313 |
Subscription receivable | (50,000) | (50,000) |
Additional paid in capital | 65,150,407 | 46,231,302 |
Legal reserve | 223,500 | 223,500 |
Warrants reserve | 251,036 | 251,036 |
Accumulated deficit | (42,588,233) | (28,769,014) |
Accumulated other comprehensive income | 1,281,904 | 1,112,494 |
Capital & reserves attributable to equity holders of the Company | 25,094,636 | 19,193,631 |
Non-controlling interests | (91,543) | (61,329) |
Total equity | 25,003,093 | 19,132,302 |
Total liabilities and equity | $ 64,094,702 | $ 61,166,974 |
Unaudited Interim Condensed C_2
Unaudited Interim Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of financial position [abstract] | ||
Ordinary shares, par value (in Dollars per share) | $ 0.12 | $ 0.12 |
Ordinary shares, shares authorized | 300,000,000 | 7,500,000 |
Ordinary shares, shares issued | 6,883,223 | 1,618,977 |
Ordinary shares, shares outstanding | 6,883,223 | 1,618,977 |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statement of Profit or Loss - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||
Revenue | $ 18,413,292 | $ 16,942,522 |
Cost of sales | (15,939,067) | (14,998,727) |
Gross profit | 2,474,225 | 1,943,795 |
Stock based compensation | (252,095) | |
Provision for and write off of withholding tax receivable | (561,277) | (263,340) |
Provision for expected credit loss on trade and other receivables | (870,408) | |
Provision for obsolete inventories | (3,090,283) | |
Impairment loss on fixed assets | (1,591,766) | |
Impairment of goodwill | (1,263,040) | |
Selling, distribution and administrative expenses | (6,981,660) | (6,977,996) |
Operating loss | (11,884,209) | (5,549,636) |
Other income, net | 77,765 | 46,859 |
Foreign exchange losses, net | (583,661) | (745,759) |
Finance costs | (584,897) | (410,861) |
Loss before income tax | (12,975,002) | (6,659,397) |
Provision for income tax (expense) benefit | (874,431) | 320,183 |
Net loss for the period | (13,849,433) | (6,339,214) |
Less: net loss attributable to non-controlling interests | 30,214 | 32,392 |
Net loss attributable to equity holders of the Company | $ (13,819,219) | $ (6,306,822) |
Loss per share | ||
Basic and diluted loss attributable to the equity holders of the Company (in Dollars per share) | $ (4.35) | $ (7.16) |
Weighted average number of shares used in computation: | ||
Basic (in Shares) | 3,174,282 | 880,618 |
Unaudited Interim Condensed C_4
Unaudited Interim Condensed Consolidated Statement of Profit or Loss (Parentheticals) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Profit or loss [abstract] | ||
Diluted loss attributable to the equity holders of the Company | $ (4.35) | $ (7.16) |
Diluted | 3,174,282 | 880,618 |
Unaudited Interim Condensed C_5
Unaudited Interim Condensed Consolidated Statement of Comprehensive Loss - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Unaudited Interim Condensed Consolidated Statement Of Comprehensive Loss Abstract | ||
Net (loss) for the period | $ (13,849,433) | $ (6,339,214) |
Currency translation differences | 169,410 | (197,909) |
Total comprehensive (loss) for the period | (13,680,023) | (6,537,123) |
Attributable to: | ||
Equity holders of the Company | (13,651,390) | (6,502,884) |
Non-controlling interests | (28,633) | (34,239) |
Comprehensive income | $ (13,680,023) | $ (6,537,123) |
Unaudited Interim Condensed C_6
Unaudited Interim Condensed Consolidated Statement of Changes in Equity (Deficit) - USD ($) | Number of Shares | Subscription Receivable | Additional Paid-in Capital | Legal Reserve | Warrants Reserves | Accumulated Other Comprehensive Income | Accumulated Deficit | Non- controlling Interests | Total |
Balance at Dec. 31, 2021 | $ 63,606 | $ (50,000) | $ 15,379,595 | $ 223,500 | $ 251,036 | $ 821,527 | $ (10,204,220) | $ 39,935 | $ 6,524,979 |
Balance (in Shares) at Dec. 31, 2021 | 529,766 | ||||||||
Currency translation adjustments | (197,909) | (197,909) | |||||||
Stock-based compensation expenses | $ 840 | 251,255 | 252,095 | ||||||
Stock-based compensation expenses (in Shares) | 7,000 | ||||||||
Cancellation of shares (Note 19) | |||||||||
Cancellation of shares (Note 19) (in Shares) | (2) | ||||||||
Issuance of ordinary shares through private placements | $ 49,978 | 18,225,749 | 18,275,727 | ||||||
Issuance of ordinary shares through private placements (in Shares) | 416,483 | ||||||||
Issuance of ordinary shares through exercise of warrants (Note 19) | $ 3,285 | 1,420,404 | 1,423,689 | ||||||
Issuance of ordinary shares through exercise of warrants (Note 19) (in Shares) | 27,377 | ||||||||
Issuance of ordinary shares for acquisition of subsidiaries | $ 17,769 | 4,562,111 | 4,579,880 | ||||||
Issuance of ordinary shares for acquisition of subsidiaries (in Shares) | 148,071 | ||||||||
Issuance of ordinary shares for deposit paid for acquisitions of subsidiaries | $ 29,160 | 4,830,840 | 4,860,000 | ||||||
Issuance of ordinary shares for deposit paid for acquisitions of subsidiaries (in Shares) | 243,000 | ||||||||
Net loss for the period | (6,306,822) | (32,392) | (6,339,214) | ||||||
Balance at Jun. 30, 2022 | $ 164,638 | (50,000) | 44,669,954 | 223,500 | 251,036 | 623,618 | (16,511,042) | 7,543 | 29,379,247 |
Balance (in Shares) at Jun. 30, 2022 | 1,371,695 | ||||||||
Balance at Dec. 31, 2022 | $ 194,313 | (50,000) | 46,231,302 | 223,500 | 251,036 | 1,112,494 | (28,769,014) | (61,329) | $ 19,132,302 |
Balance (in Shares) at Dec. 31, 2022 | 1,618,977 | 1,618,977 | |||||||
Currency translation adjustments | 169,410 | $ 169,410 | |||||||
Cancellation of shares (Note 19) | $ (29,441) | (4,880,223) | (4,909,664) | ||||||
Cancellation of shares (Note 19) (in Shares) | (245,339) | ||||||||
Issuance of ordinary shares through CMPOs (Note 19) | $ 593,542 | 20,273,844 | 20,867,386 | ||||||
Issuance of ordinary shares through CMPOs (Note 19) (in Shares) | 4,946,184 | ||||||||
Issuance of ordinary shares through exercise of warrants (Note 19) | $ 15,468 | 491,224 | 506,692 | ||||||
Issuance of ordinary shares through exercise of warrants (Note 19) (in Shares) | 128,901 | ||||||||
Issuance of ordinary shares for acquisition of assets (Note 19) | $ 31,500 | 1,816,500 | 1,848,000 | ||||||
Issuance of ordinary shares for acquisition of assets (Note 19) (in Shares) | 262,500 | ||||||||
Issuance of ordinary shares for a convertible note conversion (Note 19) | $ 20,640 | 1,217,760 | 1,238,400 | ||||||
Issuance of ordinary shares for a convertible note conversion (Note 19) (in Shares) | 172,000 | ||||||||
Net loss for the period | (13,819,219) | (30,214) | (13,849,433) | ||||||
Balance at Jun. 30, 2023 | $ 826,022 | $ (50,000) | $ 65,150,407 | $ 223,500 | $ 251,036 | $ 1,281,904 | $ (42,588,233) | $ (91,543) | $ 25,003,093 |
Balance (in Shares) at Jun. 30, 2023 | 6,883,223 | 6,883,223 |
Unaudited Interim Condensed C_7
Unaudited Interim Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (13,849,433) | $ (6,339,214) |
Adjustments for: | ||
Depreciation and Amortization of fixed and intangible assets | 2,619,001 | 2,697,378 |
Stock-based compensation | 252,095 | |
Provision for and write off of withholding tax receivable | 561,277 | 263,340 |
Provision for expected credit loss on trade and other receivables | 869,519 | |
Provision for obsolete inventories | 3,090,282 | |
Impairment loss on fixed assets | 1,591,766 | |
Impairment on goodwill | 1,263,040 | |
Finance costs | 584,897 | 506,818 |
Loss from fixed assets disposal | 41,965 | 24,530 |
Changes in operating assets and liabilities: | ||
Decrease (Increase) in trade and other receivables | 157,279 | (205,716) |
Increase in other assets | (719,595) | (968,103) |
Decrease (Increase) in inventories | 296,824 | (5,521,429) |
Decrease (Increase) in amounts due from/to related parties | 639,807 | (6,111,443) |
Decrease (Increase) in deferred tax assets | 874,431 | (325,083) |
Increase in Trade and other payables and other current liabilities | 1,285,317 | 1,265,752 |
(Decrease) Increase in withholding tax receivable | (374,013) | 663,095 |
Increase (Decrease) in provision for employee benefits | 20,774 | (29,812) |
Net cash used in operating activities | (1,046,862) | (13,827,792) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (829,231) | (2,309,334) |
Proceeds from sale of property, plant and equipment | 4,120 | |
Acquisition of intangible assets | (217,077) | (3,082,880) |
Acquisition of subsidiaries, net of cash acquired | (1,793,614) | |
Deposits paid for business acquisitions | (2,160,000) | |
Net cash used in investing activities | (1,046,308) | (9,341,708) |
Cash flows from financing activities | ||
Proceeds from issue of shares | 20,867,386 | 18,275,728 |
Proceeds from exercise of warrants | 506,693 | 1,423,690 |
Cash paid for the cancellation of fractional shares | (49,664) | |
Proceeds from borrowings | 1,756,738 | |
Repayment of borrowings | (1,937,096) | (840,762) |
Payment of lease liabilities | (1,267,979) | (1,483,203) |
Net cash generated from financing activities | 19,876,078 | 17,375,453 |
Net decrease in cash and cash equivalents, and restricted cash | 17,782,908 | (5,794,047) |
Effect of movements in exchange rates on cash | 16,840 | (519,523) |
Cash and cash equivalents, and restricted cash at January 1, | 8,230,644 | 15,853,811 |
Cash and cash equivalents, and restricted cash at June 30, | 26,030,392 | 9,540,241 |
Non-cash investing and financing activities | ||
Equity portion of purchase consideration paid for acquisition of subsidiaries | 4,579,879 | |
Equity portion of purchase consideration paid for acquisition of assets (Note 19) | $ 1,848,000 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Guardforce AI Co., Limited (“Guardforce”) is a company incorporated and domiciled in the Cayman Islands under the Cayman Islands Companies Act on April 20, 2018. The Company’s ordinary shares and warrants are listed under the symbol “GFAI” and “GFAIW”, respectively, on the Nasdaq Capital Market upon the completion of an initial public offering on September 28, 2021. Guardforce AI Holding Limited (“AI Holdings”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Holdings is a 100% owned subsidiary of Guardforce. AI Holdings is an investment holding company. Guardforce AI Robots Limited (“AI Robots”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Robots is a 100% owned subsidiary of Guardforce. AI Robots is an investment holding company. Guardforce AI (Hong Kong) Co., Limited (“AI Hong Kong”) was incorporated in Hong Kong under the Hong Kong Companies’ Ordinance (Chapter 622), on May 30, 2018. AI Hong Kong is a 100% owned subsidiary of Guardforce. Beginning March 2020, AI Hong Kong commenced robotic AI solution business of selling and leasing robots. Southern Ambition Limited (“Southern Ambition”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on August 3, 2018. Southern Ambition is a 100% owned subsidiary of AI Robots. Southern Ambition is an investment holding company. Horizon Dragon Limited (“Horizon Dragon”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on July 3, 2018. Horizon Dragon is a 100% owned subsidiary of AI Holdings. Horizon Dragon is an investment holding company. Guardforce AI Group Co., Limited (“AI Thailand”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships and Companies, Bangkok Metropolis, Thailand, on September 21, 2018 and has 100,000 ordinary plus preferred shares outstanding. 48,999 of the shares in AI Thailand are owned by Southern Ambition Limited, with one share being held by Horizon Dragon Limited, for an aggregate of 49,000 ordinary shares, or 49%, and 51,000 cumulative preferred shares are owned by two individuals of Thailand. The two individuals owned in aggregate 49,000 ordinary shares with a value of approximately $16,000. The cumulative preferred shares are entitled to dividends of USD$0.03 per share when declared. The cumulative unpaid dividends of the preferred shares as of June 30, 2023 and December 31, 2022 is approximately $1,700. Pursuant to article of associates of AI Thailand, the holder of an ordinary share may cast one vote per share at a general meeting of shareholders, the holder of preferred shares may cast one vote for every 20 preferred shares held at a general meeting of shareholders. Southern Ambition is entitled to cast more than 95% of the votes at a general meeting of shareholders. No dividends were declared for the six months ended June 30, 2023 and 2022. Guardforce Cash Solutions Security Thailand Co., Limited (“GF Cash (CIT)”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships and Companies, Bangkok Metropolis, Thailand, on July 27, 1982 and has 3,857,144 outstanding shares. 3,799,544 ordinary shares and 21,599 preferred shares of the outstanding shares in GF Cash (CIT) (approximately 99.07% of the shares in GF Cash (CIT)) are owned by AI Thailand with one preferred share being held by Southern Ambition and 33,600 ordinary shares and 2,400 preferred shares (approximately 0.933% of the shares in GF Cash (CIT)) being held by Bangkok Bank Public Company Limited. Pursuant to the articles of association a shareholder may cast one vote per one share at a general meeting of shareholders. AI Thailand is entitled to cast 99.07% of the votes at a general meeting of shareholders. No dividends were declared for the six months ended June 30, 2023 and 2022. The Company engages principally in providing cash management and handling services located in Thailand. On March 25, 2021, the Company acquired 51% majority stake in information security consultants Handshake Networking Ltd (“Handshake”), a Hong Kong-based company specializing in penetration testing and forensics analysis in Hong Kong and the Asia Pacific region since 2004. On November 1, 2021, the Company entered into a Transfer Agreement (the “Singapore Agreement”) to acquire 100% of the equity interests in Guardforce AI Singapore Pte. Ltd. (“AI Singapore”), a company incorporated in Singapore. Pursuant to the Agreement, AI Singapore became a wholly owned subsidiary of the Company. AI Singapore commenced robotic AI solution business of selling and leasing robots. On November 18, 2021, the Company entered into a Transfer Agreement (the “Macau Agreement”) to acquire 100% of the equity interests in Macau GF Robotics Limited, a company incorporated in Macau (“AI Macau”). The consideration is approximately $3,205 (MOP25,000). AI Macau commenced robotic AI solution business of selling and leasing robots. The acquisition was closed on February 9, 2022. AI Macau is a 100% owned subsidiary of AI Robotics. On November 18, 2021, the Company entered into another Transfer Agreement (the “Malaysia Agreement”) to acquire 100% of the equity interests in GF Robotics Malaysia Sdn. Bhd., a company incorporated in Malaysia (“AI Malaysia”). The consideration is approximately $1 (RM1). AI Malaysia commenced robotic AI solution business of selling and leasing robots. The acquisition was closed on January 20, 2022. AI Malaysia is a 100% owned subsidiary of AI Robotics. GFAI Robotics Group Co., Limited (“AI Robotics”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on December 6, 2021. AI Robotics is a 100% owned subsidiary of Guardforce. AI Robotics is an investment holding company. GFAI Robot Service (Hong Kong) Limited (“AI Robot Service”) was incorporated in Hong Kong under the Hong Kong Companies’ Ordinance (Chapter 622), on January 18, 2022. AI Robot Service is an investment holding company. AI Robot Service is a 100% owned subsidiary of AI Robotics. Guardforce AI Robot Service (Shenzhen) Co., Limited (“AI Shenzhen”) was incorporated in the People’s Republic of China (“PRC”) on February 23, 2022. AI Shenzhen is an investment holding company. AI Shenzhen is a 100% owned subsidiary of AI Robot Service. GFAI Robotics Services LLC (“AI US”) was incorporated in the State of Delaware on February 28, 2022. AI US commenced robotic AI solution business of selling and leasing robots. AI US is a 100% owned subsidiary of AI Robotics. GFAI Robot Service (Australia) Pty Ltd. (“AI Australia”) was incorporated in Australia on February 28, 2022. AI Australia commenced robotic AI solution business of selling and leasing robots. AI Australia is a 100% owned subsidiary of AI Robot Service. GFAI Robot & Smart Machines Trading LLC (“AI Dubai”) was incorporated in the United Arab Emirates (UAE) on March 13, 2022. AI Dubai commenced robotic AI solution business of selling and leasing robots. AI Dubai is a 100% owned subsidiary of AI Robot Service. GFAI Robotic and Innovation Solution (Thailand) Company Limited (“AI R&I”) was incorporated in Thailand on March 30, 2022. AI R&I commenced robotic AI solution business of selling and leasing robots. AI R&I is 98% owned by AI Thailand, 1% owned by Horizon Dragon and 1% owned by Southern Ambition. GFAI Robot Service (UK) Limited (“AI UK”) was incorporated in the United Kingdom on April 29, 2022. AI UK commenced robotic AI solution business of selling and leasing robots. AI UK is a 100% owned subsidiary of AI Robot Service. GFAI Robot Service Limited (“AI Canada”) was incorporated in Canada on May 6, 2022. AI Canada commenced robotic AI solution business of selling and leasing robots. AI Canada is a 100% owned subsidiary of AI Robot Service. Guardforce AI Robot (Jian) Co., Limited (“AI Jian”) was incorporated in the People’s Republic of China (“PRC”) on May 16, 2022. AI Jian is an investment holding company. AI Jian is a 100% owned subsidiary of AI Robot Service. GFAI Robot Service GK (“AI Japan”) was incorporated in Japan on May 24, 2022. AI Japan commenced robotic AI solution business of selling and leasing robots. AI Japan is a 100% owned subsidiary of AI Hong Kong. GFAI Robot Service Co., Ltd. (“AI Korea”) was incorporated in South Korea on June 17, 2022. AI Korea commenced robotic AI solution business of selling and leasing robots. AI Korea is a 100% owned subsidiary of AI Hong Kong. On March 11, 2022, the Company entered into a Sale and Purchase Agreement (the “Kewei Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) to acquire 100% of the equity interests in Shenzhen Keweien Robot Service Co., Ltd. (“Shenzhen GFAI”) and Guangzhou Kewei Robot Technology Co., Ltd. (“Guangzhou GFAI”) from Shenzhen Kewei. Both acquirees are PRC-based companies. The acquisition serves an integral role in the growth of the Company’s robotic AI solution business as a service (RaaS) business initiative. The acquisition was closed on March 22, 2022. The acquisition purchase price of $10,000,000 was paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%). On March 14, 2022, the Company issued 53,571 (post-consolidation) restricted Ordinary Shares to the sellers’ designated parties. On May 24, 2022, the Company entered into a Sale and Purchase Agreement (the “Yeantec Agreement”) with Shenzhen Yeantec Co., Limited (“Yeantec”) to acquire 100% of the equity interests in Beijing Wanjia Security System Co., Ltd. (“Beijing Wanjia”) from Yeantec. Beijing Wanjia is a PRC-based company with more than 25 years of experience in providing integrated security solution, focusing on fire alarm security systems, and a well-established customer base among retail businesses. The acquisition serves the growth of the Company’s other security business. The acquisition was closed on June 22, 2022. The acquisition purchase price of $8,400,000 was paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%). On June 16, 2022, the Company issued 94,500 (post-consolidation) restricted Ordinary Shares to the sellers’ designated parties. GFAI Robot Service (Vietnam) Co., Ltd (“AI Vietnam”) was incorporated in Vietnam on July 8, 2022. AI Vietnam is a dormant company and is a 100% owned subsidiary of AI Hong Kong. On March 22, 2023, the Company deregistered AI Vietnam. On December 21, 2022, the Company entered into an asset purchase agreement (“Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) to purchase certain of Shenzhen Kewei’s robot-related business assets in China. The Company will acquire, and Yeantec will transfer to the Company, select robotic equipment assets and Kewei’s technology platform. The purchase price for these assets is $2,100,000, which will be fully paid in the form of 262,500 (post-consolidation) restricted ordinary shares of the Company based on a price of $8.0 (post-consolidation) per share. The Company issued 262,500 shares to Shenzhen Kewei on March 1, 2023. The following diagram illustrates the Company’s legal entity ownership structure as of June 30, 2023: |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure of Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied for the six months ended June 30, 2023 and 2022 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020, as described in those audited consolidated financial statements, except for the adoption of new and amended International Financial Reporting Standards (“IFRS”) effective for the year ending December 31, 2022 which are relevant to the preparation of the June 30, 2023 and 2022 interim condensed consolidated financial statements. On September 25, 2023, the interim condensed consolidated financial statements were approved by the board of directors and authorized for issuance. 2.1 Basis of presentation The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2023. All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD. In addition, the accompanying condensed consolidated interim financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s operating losses and net current liability position may raise substantial doubt on the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered: - As of June 30, 2023, the current and non-current portion of loan outstanding with WK Venture Success Limited (“WK Venture”) were approximately $2.5 million and $13.6 million, respectively, which will be due on December 31, 2024 (Note 14). On September 28, 2023 - As of June 30, 2023, the Company has a convertible note payable of $606,786 with Streeterville Capital, LLC ( “CVP”), which will be due on October 24, 2023 (Note 15). Management believes this convertible note payable will be settled before the maturity date, either CVP will convert the outstanding balance into restricted ordinary shares or the Company will repay the amount owed in cash. - Based on the budget and financial plans of the Company, management is satisfied that the receipt of an aggregate of approximately $21.0 million, after deducting underwriting discounts and other offering expenses from the two underwritten public offering proceeds (Note 19) has provided the Company adequate financial resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the date of this report. On January 31, 2023, the Company completed a 1 for 40 share consolidation of its authorized and issued ordinary shares whereby every forty shares were consolidated into one share. In addition, the par value of each ordinary share increased from $0.003 to $0.12. Immediately following the completion of the share consolidation, the Company increased its authorized ordinary shares from 7,500,000 ordinary shares to 300,000,000 ordinary shares. The accompanying interim condensed consolidated financial statements for the six months ended June 30, 2022 have been retroactively adjusted to reflect the effect of the share consolidation. 2.2 Basis of consolidation The consolidated statements of profit or loss and other comprehensive loss, statements of changes in equity and statements of cash flows of the Company for the relevant periods include the results and cash flows of all companies now comprising the Company from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter. The interim condensed consolidated balance sheet of the Company as of June 30, 2023 has been prepared to present the assets and liabilities of the subsidiaries under the historical cost convention. Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity. All intra-group and inter-company transactions and balances have been eliminated on consolidation. 2.3 Segment reporting Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. Transfers and sales between reportable segments, if any, are recorded at cost. The Company reports financial and operating information in the following five segments (Note 23): (i) Secured logistics; (ii) Information security; (iii) Robotics AI solutions; (iv) General security solutions; and (v) Corporate and others 2.4 Business combinations The Company accounts for business combinations using the acquisition method when control is transferred to the Company, other than those between and among entities under common control. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on the bargain purchase is recognized in the statement of profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. 2.5 Critical accounting estimate and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2022. 2.6 Foreign currency translation The presentational currency of the Company is the U.S. dollar (“USD”). The functional currency of Guardforce, AI Holdings, AI Robots, Horizon Dragon, Southern Ambition, AI Singapore, AI Robotics, AI Robots Service, AI Malaysia, AI Macau, AI US, AI Australia, AI Dubai, AI UK, AI Korea, AI Japan, AI Canada and AI Vietnam is the USD. The functional currency of AI Hong Kong and Handshake is the Hong Kong dollar (“HKD”). The functional currency of AI Thailand, GF Cash (CIT) and AI R&I is the Thai Baht (“Baht” or “THB”). The functional currency of AI Shenzhen, AI Jian, Shenzhen GFAI, Guangzhou GFAI and Beijing Wanjia is the Chinese Renminbi (“RMB”). The currency exchange rates that impact our business are shown in the following table: Period End Rate Average Rate June 30, December 31, For the six months ended 2023 2022 2023 2022 Thai Baht 0.0283 0.0289 0.0293 0.0295 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1379 0.1447 0.1444 0.1544 2.7 Financial risk management 2.7.1 Financial risk factors The Company’s activities expose it to a variety of financial risks: foreign exchange risk, interest rate risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the audited financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022, 2021 and 2020. 2.7.2 Liquidity risk Prudent liquidity management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The Company’s primary cash requirements are for operating expenses and purchases of fixed assets. The Company mainly finances its working capital requirements from cash generated from funds raised from the public offerings, operations, proceeds from the exercise of warrants, bank borrowings and finance leases. The Company’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents and an adequate amount of committed credit facilities to meet its liquidity requirements in the short and long term. At the reporting date, the contractual undiscounted cash flows of the Company’s current financial liabilities approximate their respective carrying amounts due to their short maturities. 2.7.3 Capital risk management The Company’s objectives on managing capital are to safeguard the Company’s ability to continue as a going concern and support the sustainable growth of the Company in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long term. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return of capital to shareholders, issue new shares or sell assets to reduce debt. 2.7.4 Impact of COVID-19 The COVID-19 pandemic developed rapidly in 2020. The resulting impact of the virus on the operations and measures taken by various governments to contain the virus have negatively affected the Company’s financial performance in the fiscal year 2022. The regulatory measures in response to the pandemic were relaxed and travel restrictions in most countries was lifted in late 2022, the Company might be recovered through the increase in economic activity in the fiscal year 2023. The Company is monitoring the situation closely and conscientiously managing its costs by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections. 2.8 Inventories Inventories consist of robots and security equipment which are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventory is sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. The Company recorded an allowance for slow-moving or obsolete robot inventories of $3,090,283 and nil During the six months ended June 30, 2023 and 2022, all robot inventories were purchased from the related parties (Note 22), and all security equipment’s inventories were purchased from third parties. 2.9 Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. The Company recognizes the contractual right to receive money or products from related parties as amounts due from related parties. For those that the contractual maturity date is less than one year, the Company records as current assets. 2.10 Assets under construction Assets under construction recorded in property, plant and equipment and intangible assets are stated at cost less impairment losses, if any. Cost comprises direct costs of construction as well as interest expense and exchange differences capitalized during the periods of construction and installation. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for assets under construction until they are completed and ready for intended use. 2. 10 Goodwill Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. At the acquisition date, any goodwill acquired is allocated to the cash-generating units (CGU) which are expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill related. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognized. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of In these circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained. The Company recorded a goodwill impairment of 1,263,040 and nil 2.11 Impairment of long-lived assets At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. For the six months ended June 30, 2023, an impairment loss on the robot assets of $1,591,766 was recognized when the carrying amount was greater than the value in use. Management estimated the value in use by estimating the expected cash flows from the cash-generating unit as well as a suitable discount rate in order to calculate the present value of those cash flows. The basis of impairment is determined based on the result of assessment. The Company did not incur any impairment loss for the six months ended June 30, 2022. 2.12 Offsetting Assets and Liabilities During the six months ended June 30, 2023, the Company engaged in offsetting arrangements for certain financial assets and financial liabilities. These arrangements primarily involve the offsetting of related party receivables, related party payables and borrowings from a related party. The Company has established legally enforceable rights to offset financial assets and financial liabilities subject to offsetting arrangements. These rights may arise from agreements, netting arrangements, or a combination of legal and contractual rights. 2.13 Revenue from contracts with customers The Company generates its revenue primarily from four service lines: (1) Secure logistics; (2) Robotics AI resolutions; (3) Information security; and (4) General security solutions. Each service line primarily renders the following services: (1) Secure logistics (i) Cash-In-Transit – Non Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center (CCC); (vii) Cheque Center Service (CDC); (viii) Express Cash; (ix) Coin Processing Service; and (x) Cash Deposit Management Solutions (2) Robotics AI solutions (i) Sale of robots and (ii) Rental of robots (3) Information security (i) Penetration test; (ii) PCI ASV Scan and (iii) Rapid7 Sales (4) General security solutions (i) Installation of fire alarm security systems; (ii) Sale of security equipment The Company recognizes revenue at a point in time as products are delivered and services are performed. Consultancy fees typically covers a period of time, the revenue is recognized on a ratable basis over the contract term. The Company applies the following five-step model in order to determine the amount: ● To identify the contract or quotation with the agreed service price. ● To evaluate the services engaged in the customer’s contract and identify the related performance obligations. ● To consider the contract terms and commonly accepted practices in the business to determine the transaction price. The transaction price is the consideration that the Company expects to be entitled for delivering the services engaged with the customer. The consideration engaged in a customer’s contract is generally a fixed amount. ● To allocate the transaction price, if necessary, to each performance obligation (to each good or service that is different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of delivering the services engaged with the customer. ● To recognize revenue when the Company satisfies the performance obligation through the rendering of services engaged. All of the conditions mentioned above are accomplished normally when the services are rendered to the customer and this moment is considered a point in time. The reported revenue reflects services delivered at the contract or agreed-upon price. Contract liabilities consist of deferred revenue related to prepaid fees received from customers for future information security service over the term of the service agreement. The Company expects to recognize revenue of $428,839 within the next 12 months and $ nil Revenue is recognized when the related performance obligation is satisfied. Disaggregation information of revenue by service type which was recognized based on the nature of performance obligation disclosed above is as follows: For the six months ended June 30, 2023 Percentage of 2022 Percentage of Service Type $ Revenue $ Revenue (Unaudited) (Unaudited) Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) $ 5,988,087 32.5 % $ 5,377,474 31.8 % Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) 1,961,464 10.7 % 2,135,199 12.6 % ATM Management 3,895,708 21.2 % 4,731,015 27.9 % Cash Processing (CPC) 1,613,933 8.8 % 1,410,902 8.3 % Cash Center Operations (CCT) 958,760 5.2 % 1,202,214 7.1 % Consolidate Cash Center (CCC) 395,105 2.1 % 225,513 1.3 % Cheque Center Service (CDC) - - % 4,729 0.05 % Others ** 4,332 0.02 % 4,399 0.05 % Cash Deposit Management Solutions (GDM) 1,125,767 6.1 % 869,102 5.1 % Robotics AI solutions 440,229 2.4 % 719,041 4.2 % Information security 407,689 2.2 % 262,934 1.6 % General security solutions 1,622,218 8.8 % - - % Total $ 18,413,292 100.0 % $ 16,942,522 100.0 % ** Others include primarily revenue from express cash and coin processing services. During the six months ended June 30, 2022, revenues amounting to $16,808,399 were generated from third parties; and $134,123 were generated from a related party (Note 22). During the six months ended June 30, 2023 all revenues were generated from third parties. 2.14 Cost of sales Cost of sales consists primarily of internal labor costs and related benefits, and other overhead costs that are directly attributable to services provided. 2.15 New and amended accounting standards All new standards and amendments that are effective for annual reporting period commencing January 1, 2023 have been applied by the Company for the six months ended June 30, 2023. The adoption of these new and amended standards did not have material impact on the interim condensed consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2023, and they have not been early adopted by the Company in preparing these interim condensed consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the interim condensed consolidated financial statements of the Company. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination [Abstract] | |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS In 2021 and 2022, the Company acquired a total of five subsidiaries, these acquisitions have been accounted for in accordance with IFRS 3 guidelines under acquisition accounting, whereby the Company recognized the assets and liabilities transferred at their carrying amounts with carry-over basis. A Purchase Price Allocation exercise has been undertaken to establish the constituent parts of the acquired companies’ balance sheet at fair value on acquisition. As is customary in these circumstances, this will remain under review and subject to change during the twelve-month hindsight period. The interim condensed consolidated financial statements condensed the information and disclosures of all the acquired subsidiaries required in the audited financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022, 2021 and 2020. The following represents the purchase price allocation at the dates of the acquisitions: Handshake AI Macau AI Beijing Shenzhen Cash and cash equivalents $ 24,276 $ 21,038 $ 12,500 $ 38,342 $ 2,187 Other current assets 32,250 4,162 - 2,219,318 2,393,558 Property, plant and equipment - - - 20,488 2,055,610 Intangible assets - - - 1,593,398 1,592,783 Other non-current assets - - - 203,765 23,566 Current liabilities (58,297 ) (92,350 ) (13,184 ) (1,681,573 ) (4,320,434 ) Goodwill 329,534 70,355 685 411,862 1,867,009 Total purchase price $ 327,763 $ 3,205 $ 1 $ 2,805,600 $ 3,614,279 During the six months ended June 30, 2023, the Company recorded impairment losses on Handshake of $329,534 and on Shenzhen GFAI and Guangzhou GFAI of $933,506. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH As of As of (Unaudited) Cash on hand $ 465,853 $ 471,408 Cash in bank 24,272,524 6,459,231 Subtotal 24,783,377 6,930,639 Restricted cash – current (a) 17,059 - Restricted cash – non-current (b) 1,274,956 1,300,005 Cash, cash equivalents, and restricted cash $ 26,030,392 $ 8,230,644 (a) During the six months ended June 30, 2023, with regards to various labor-related lawsuits in the PRC, the PRC Court issued an order to freeze one of the Company’s bank accounts which restricted or prohibited the transfer and use of deposited funds by the Company. The sum will be released when the Company has paid to satisfy the claims. (b) The non-current restricted cash represents cash pledged with a local bank in Thailand as collateral for bank guarantees issued by those banks in respect of the Company’s Cash-In-Transit projects. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory [Abstract] | |
INVENTORIES | 5. INVENTORIES As of As of (Unaudited) Robots in warehouse $ 4,976,219 $ 5,553,859 Robots in transit 46,950 - Security equipment 415,036 494,793 Impairment provision for inventories (3,801,960 ) (942,882 ) Inventories $ 1,636,245 $ 5,105,770 The Company recorded an allowance for slow-moving or obsolete robot inventories of $3,090,283 and nil |
Trade Receivables, Net
Trade Receivables, Net | 6 Months Ended |
Jun. 30, 2023 | |
Trade Receivables, Net [Abstract] | |
TRADE RECEIVABLES, NET | 6. TRADE RECEIVABLES, NET As of As of (Unaudited) Trade receivable $ 5,160,600 $ 5,392,720 (Impairment provision) recovery of doubtful accounts (32,602 ) 7,466 Trade receivable, net $ 5,127,998 $ 5,400,186 The Company recorded an allowance for doubtful accounts of $45,932 and $ nil |
Withholding Tax Receivable
Withholding Tax Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Withholding Tax Receivable [Abstract] | |
WITHHOLDING TAX RECEIVABLE | 7. WITHHOLDING TAX RECEIVABLE 2023 2022 (Unaudited) (Unaudited) Balance at January 1, $ 2,691,096 $ 3,531,953 Addition 401,941 381,966 Collection - (1,045,061 ) Write off/ Allowance for uncollectible (561,277 ) (263,340 ) Exchange difference (73,713 ) (153,902 ) Balance at June 30, $ 2,458,047 $ 2,451,616 As of As of (Unaudited) Current portion $ 536,974 $ 757,024 Non-current portion 1,921,073 1,934,072 Withholding tax receivable $ 2,458,047 $ 2,691,096 On July 12, 2023, the Company received a withholding tax refund of THB18,959,514 (approximately $0.5 million) in connection with the Company’s 2018 withholding tax refund applications of THB29,188,153 (approximately $0.8 million). The Company wrote off approximately $0.3 million, representing the difference between the receivable recorded and the amount of refund subsequently received from the Thai Revenue Department. During the six months ended June 30, 2022, the Company received a withholding tax refund of THB35,312,291 (approximately $1.0 million) in connection with the Company’s 2016 to 2017 withholding tax refund applications (totaled THB56,107,574 or approximately $1.6 million). The Company wrote off approximately $0.6 million, representing the difference between the receivable recorded and the amount of refund received from the Thai Revenue Department. Out of prudence, based on amount refunded and written off for the receivable related to years 2013 to 2018, the Company recorded an allowance of approximately $0.3 million and $0.1 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, an allowance balance of $1.2 million and $0.9 million, respectively were maintained against its withholding tax receivable. |
Other Receivables
Other Receivables | 6 Months Ended |
Jun. 30, 2023 | |
Other Receivables [Abstract] | |
OTHER RECEIVABLES | 8. OTHER RECEIVABLES As of As of (Unaudited) Cash advance to a third-party vendor $ 778,724 $ 817,564 Impairment provision for other receivables (778,724 ) - $ - $ 817,564 The Company recorded an allowance for doubtful accounts of $815,887 and $nil for the six months ended June 30, 2023 and 2022, respectively. |
Other Current and Other Non-Cur
Other Current and Other Non-Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Current and Other Non-Current Assets [Abstract] | |
OTHER CURRENT AND OTHER NON-CURRENT ASSETS | 9. OTHER CURRENT AND OTHER NON-CURRENT ASSETS As of As of (Unaudited) Input VAT and other taxes receivable $ 314,855 $ 293,429 Prepayments – office and warehouse rental 1,240,967 780,279 Prepayments - insurance 375,985 106,167 Prepayments - others 166,165 91,926 Uniforms 14,781 24,699 Tools and supplies 152,035 155,642 Deferred costs 90,555 219,782 Cash advances to employees 25,375 71,084 Other current assets $ 2,380,718 $ 1,743,008 Deposits $ 397,030 $ 437,602 Deferred costs - 9,720 Other non-current assets $ 397,030 $ 447,322 The Company recorded an allowance for doubtful accounts of $8,589 and $ nil |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 10. PROPERTY, PLANT and EQUIPMENT Leasehold Machinery Office Vehicles Assets GDM Robots Total Cost At December 31, 2021 $ 3,239,683 $ 5,108,501 $ 5,412,444 $ 16,233,868 $ 248,686 $ 1,713,926 $ 5,369,070 $ 37,326,178 Acquisitions through business combinations - - 205,070 141,619 - - 2,571,013 2,917,702 Additions 26,342 18,698 18,603 80,350 - 318,905 2,178,914 2,641,812 Disposals (101,834 ) (7,437 ) (15,463 ) (344,818 ) (211,659 ) (15,892 ) (12,273 ) (709,376 ) Exchange differences (173,963 ) (281,325 ) (298,630 ) (880,949 ) (4,472 ) (107,391 ) (392,122 ) (2,138,852 ) At June 30, 2022 (Unaudited) 2,990,228 4,838,437 5,322,024 15,230,070 32,555 1,909,548 9,714,602 40,037,464 At December 31, 2022 $ 3,146,864 $ 4,868,015 $ 5,354,351 $ 15,518,987 $ 33,222 $ 1,948,698 $ 7,194,815 $ 38,064,952 Additions - 1,750 6,964 - - 624,126 273,779 906,619 Disposals (104,773 ) (105,939 ) (48,955 ) (47,155 ) - - (56,389 ) (363,211 ) Impairment of fixed assets - - - - - - (1,591,766 ) (1,591,766 ) Exchange differences (60,518 ) (95,521 ) (106,807 ) (353,552 ) (652 ) (38,238 ) (141,241 ) (796,529 ) At June 30, 2023 (Unaudited) 2,981,573 4,668,305 5,205,553 15,118,280 32,570 2,534,586 5,679,198 36,220,065 Accumulated Depreciation At December 31, 2021 $ 2,693,472 $ 4,906,277 $ 4,799,149 $ 13,447,168 $ - $ 891,378 $ 691,433 $ 27,428,877 Acquisitions through business combinations - - 184,364 136,723 - - 520,516 841,603 Depreciation charged for the period 51,903 57,623 96,235 416,775 - 188,620 762,874 1,574,030 Disposals (99,439 ) (7,396 ) (15,432 ) (330,993 ) - (5,303 ) (461 ) (459,024 ) Exchange differences (146,005 ) (271,901 ) (268,318 ) (742,974 ) - (56,970 ) (81,330 ) (1,567,498 ) As June 30, 2022 (Unaudited) 2,499,931 4,684,603 4,795,998 12,926,699 - 1,017,725 1,893,032 27,817,988 At December 31, 2022 $ 2,577,341 $ 4,748,031 $ 4,889,742 $ 13,493,656 $ - $ 1,230,247 $ 3,059,174 $ 29,998,191 Depreciation charged for the period 48,922 34,180 87,164 263,962 - 202,983 516,626 1,153,837 Disposals (108,213 ) (109,514 ) (44,542 ) (48,748 ) - (14,847 ) (325,864 ) Exchange differences (48,443 ) (90,705 ) (101,287 ) (275,519 ) - (30,774 ) (77,779 ) (624,507 ) As June 30, 2023 (Unaudited) 2,469,607 4,581,992 4,831,077 13,433,351 - 1,402,456 3,483,174 30,201,657 Net book value At June 30, 2022 (Unaudited) $ 490,298 $ 153,834 $ 526,026 $ 2,303,371 $ 32,555 $ 891,822 $ 7,821,570 $ 12,219,476 At June 30, 2023 (Unaudited) $ 511,966 $ 86,313 $ 374,476 $ 1,684,929 $ 32,570 $ 1,132,130 $ 2,196,024 $ 6,018,408 Depreciation expense related to property, plant and equipment was $1,057,117 and $1,460,187, respectively for the six months ended June 30, 2023 and 2022. For the six months ended June 30, 2023 and 2022, the Company recorded an impairment loss on robot assets of $1,591,766 and $ nil As of June 30, 2023 and 2022, net book value of robot assets of approximately $695,000 and $1,145,000, respectively were leased out to third parties and the robot assets were held and used by the lessee. |
Right-of-Use Assets and Operati
Right-of-Use Assets and Operating Lease Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Right-of-Use Assets and Operating Lease Liabilities [Abstract] | |
RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES | 11. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES The carrying amounts of right-of-use assets are as below: 2023 2022 (Unaudited) (Unaudited) Balance at January 1, $ 4,171,409 $ 2,364,993 New leases 271,004 804,500 New leases acquired through business combinations - 167,597 Depreciation expense (1,042,981 ) (1,095,227 ) Exchange difference (75,562 ) (108,566 ) Balance at June 30, $ 3,323,870 $ 2,133,297 Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. The weighted average incremental borrowing rate applied to new leases during the six months ended June 30, 2023 was 3.52%. The weighted average incremental borrowing rate applied to new leases during the six months ended June 30, 2022 varies from 3.49% to 5% in different regions. For the six months ended June 30, 2023 and 2022, interest expense of $58,602 and $41,211 arising from lease liabilities was included in finance costs, respectively. Depreciation expense related to right-of-use assets was $1,026,316 and $1,064,623, respectively for the six months ended June 30, 2023 and 2022. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 12. INTANGIBLE ASSETS Assets under construction Computer Right-of-use Customer Technical Security Cash Intelligent Intelligent Total Cost At December 31, 2021 $ 907,304 $ - $ - $ - $ - $ - $ - $ - $ 907,304 Acquisitions through business combinations - 733,311 1,120,688 514,968 1,102,647 - - - 3,471,614 Additions 1,761 - - - 81,119 3,000,000 3,082,880 Exchange differences (49,955 ) - - - - (3,525 ) - (53,480 ) At June 30, 2022 (Unaudited) 859,110 733,311 1,120,688 514,968 1,102,647 77,594 3,000,000 - 7,408,318 At December 31, 2022 $ 887,745 $ 673,029 $ 1,042,110 $ 499,344 $ 1,360,898 $ 194,495 $ 3,000,000 $ - $ 7,657,621 Additions - - - - 195,087 - - 1,597,754 1,792,841 Transfer - - - - - - (2,821,882 ) 2,821,882 - Exchange differences (17,419 ) (31,974 ) (49,509 ) (23,723 ) (306,604 ) (3,816 ) - - (433,045 ) At June 30, 2023 (Unaudited) 870,326 641,055 992,601 475,621 1,249,381 190,679 178,118 4,419,636 9,017,417 Accumulated amortization At December 31, 2021 $ 742,988 $ - $ - $ - $ - $ - $ - $ - $ 742,988 Acquisitions through business combinations - - - - 285,433 - - - 285,433 Amortization charged for the period 25,290 17,951 129,327 - - - - - 172,568 Exchange differences (41,944 ) - - - - - - (41,944 ) As June 30, 2022 (Unaudited) 726,334 17,951 129,327 - 285,433 - - - 1,159,045 At December 31, 2022 $ 767,168 $ 50,477 $ 405,868 $ 28,405 $ 612,560 $ - $ - $ - $ 1,864,478 Amortization charged for the period 26,139 33,582 201,013 28,346 63,817 - - 182,671 535,568 Exchange differences (15,908 ) (3,927 ) (28,438 ) (2,641 ) (286,182 ) - - - (337,096 ) As June 30, 2023 (Unaudited) 777,399 80,132 578,443 54,110 390,195 - - 182,671 2,062,950 Net book value At June 30, 2022 (Unaudited) $ 132,776 $ 715,360 $ 991,361 $ 514,968 $ 817,214 $ 77,594 $ 3,000,000 $ - $ 6,249,273 At June 30, 2023 (Unaudited) $ 92,927 $ 560,923 $ 414,158 $ 421,511 $ 859,186 $ 190,679 $ 178,118 $ 4,236,965 $ 6,954,467 Amortization expense related to intangible assets was $535,568 and $172,568, respectively for the six months ended June 30, 2023 and 2022. |
Trade and Other payables and Ot
Trade and Other payables and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Trade and Other payables and Other Current Liabilities [Abstract] | |
TRADE AND OTHER PAYABLES AND OTHER CURRENT LIABILITIES | 13. TRADE AND OTHER PAYABLES AND OTHER CURRENT LIABILITIES As of As of (Unaudited) Trade payables – third parties $ 2,596,576 $ 2,060,856 Accrued salaries and bonus 454,218 515,758 Accrued customer claims, cash loss and shortage ** 15,044 57,381 Trade and other payables $ 3,065,838 $ 2,633,995 Output VAT $ 74,171 $ 118,125 Accrued expenses 389,318 522,059 Payroll payable 1,776,907 979,027 Other payables 168,052 289,494 Deferred revenue 428,839 568,664 Other current liabilities $ 2,837,287 $ 2,477,369 ** Includes a provision for penalty for failure to meet performance indicators as stipulated in certain customer contracts for approximately $7,108 and $11,800 as of June 30, 2023 and 2022, respectively. |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Borrowings [Abstract] | |
BORROWINGS | 14. BORROWINGS As of As of (Unaudited) Current portion of long-term bank borrowings $ 1,039,988 $ 947,559 Current portion of long-term third-party borrowing 2,469,721 2,234,057 Long-term bank borrowings 138,212 432,179 Long-term third-party borrowing 13,589,362 13,467,639 Total borrowings $ 17,237,283 $ 17,081,434 The Company maintains two borrowings with one financial institution. The borrowings are used for working capital purposes to support its business operations in Thailand. Those borrowings carry interest at the rates of 4.72% and 4.69% per annum. The borrowings mature on July 29, 2023 and April 7, 2025. For the six months ended June 30, 2023 and 2022, the interest expense was $33,394 and $33,745, respectively. As of June 30, 2023, the Company has unused bank overdraft availability of approximately $283,000 (THB10 million) and no unused trust receipts availability. The Company obtained a loan in the principal amount of $13.42 million from WK Venture Success Limited (“WK Venture”), |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | 15. CONVERTIBLE NOTE PAYABLE On October 25, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC ( “CVP”), pursuant to which the Company issued CVP an unsecured convertible promissory note on October 25, 2022 in the original principal amount of $1,707,500.00 (the “Note”), convertible into the Company’s ordinary shares. The Note bears simple interest at a rate of 8% per annum. All outstanding principal and accrued interest on the Note will become due and payable on the maturity date, which is twelve months after the purchase price of the Note is delivered by Investor to the Company. Subject to the occurrence of any triggering events as defined in the Note, the Investor shall have the right to increase the balance of the Note by 5% or 10%. The Company may pay all or any portion of the amount owed earlier than it is due; provided that in the event the Company elects to prepay all or any portion of the outstanding balance, the Company shall pay to the Investor 120% of the portion of the outstanding balance the Company elects to prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Investor in writing, relieve the Company of the Company’s remaining obligations hereunder. On April 17, 2023, CVP delivered to the Company a conversion notice informing the Company that CVP had elected to convert a portion of the Note balance $1,238,400 at the conversion price of $7.20 into restricted ordinary shares of the Company. In connection with this conversion, the Company issued 172,000 restricted ordinary shares to CVP on April 19, 2023. As of April 17, 2023, the date of conversion notice, $534,744 remained outstanding under the Note. For the six months ended June 30, 2023, the interest expense was $65,644. |
Finance Lease Liabilities
Finance Lease Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Finance Lease Liabilities [Abstract] | |
FINANCE LEASE LIABILITIES | 16. FINANCE LEASE LIABILITIES As of As of (Unaudited) Current portion $ 200,383 $ 398,136 Non-current portion 229,747 233,550 Finance lease liabilities $ 430,130 $ 631,686 For the six months ended June 30, 2023 and 2022, interest expense was $15,987 and $30,942, respectively. The minimum lease payments under finance lease agreements are as follows: As of As of (Unaudited) Within 1 year $ 212,173 $ 423,514 After 1 year but within 5 years 248,490 253,448 Less: Finance charges (30,533 ) (45,276 ) Present value of finance lease liabilities, net $ 430,130 $ 631,686 Finance lease assets comprise primarily vehicles and office equipment as follow: As of As of (Unaudited) Cost $ 1,540,416 $ 1,571,075 Less: Accumulated depreciation (618,097 ) (564,844 ) Net book value $ 922,319 $ 1,006,231 |
Taxation
Taxation | 6 Months Ended |
Jun. 30, 2023 | |
Taxation [Abstract] | |
TAXATION | 17. TAXATION Value added tax (“VAT”) GF Cash (CIT) and AI R&I are subsidiaries operating in Thailand, which are subject to a statutory VAT of 7% for services in Thailand. Shenzhen GFAI, Guangzhou GFAI and Beijing Wanjia are subsidiaries operating in the PRC, which are subject to a statutory VAT of 13% for goods delivered and rental provided, 6% for services provided and 9% for construction projects in the PRC. The output VAT is charged to customers who receive services from the Company and the input VAT is paid when the Company purchases goods and services from its vendors. The input VAT can be offset against the output VAT. The VAT payable is presented on the balance sheets when input VAT is less than the output VAT. A recoverable balance is presented on the balance sheets when input VAT is larger than the output VAT. Income tax Current income tax is provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income tax is accounted for using an asset and liability method. Under this method, deferred income tax is recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred tax of a change in tax rates is recognized in the consolidated statements of profit or loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. During the six months ended June 30, 2023 and 2022, the Company made a valuation allowance of $874,431 and $ nil |
Provision for Employee Benefits
Provision for Employee Benefits | 6 Months Ended |
Jun. 30, 2023 | |
Provision for Employee Benefits [Abstract] | |
PROVISION FOR EMPLOYEE BENEFITS | 18. PROVISION FOR EMPLOYEE BENEFITS Prior to March 30, 2022, the Company had only one retired benefit plan (“Plan A”), on March 30, 2022, the Company established an additional retired benefit plan (“Plan B”). Both plans are based on the requirements of the Thailand Labor Protection Act B.E.2541 (1988) to provide retirement benefits to employees based on pensionable remuneration and length of service which are considered as unfunded. The plan asset is unfunded and the Company will pay benefits when needed. Provision for 2023 2022 (Unaudited) (Unaudited) Defined benefit obligations at January 1, $ 4,849,614 $ 5,819,132 Estimate for the six months period* (74,552 ) (348,418 ) Defined benefit obligations at June 30, $ 4,775,062 $ 5,470,714 * The estimate represents the difference between the Company’s estimated defined benefit obligations based on employees’ past service and expected future salary at the beginning of the fiscal year and the end of the six months period. |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 19. SHAREHOLDERS’ EQUITY On January 31, 2023, the Company completed a 1 for 40 share consolidation of its authorized and issued ordinary shares whereby every forty shares were consolidated into one share. In addition, the par value of each ordinary share increased from $0.003 to $0.12. Immediately following the completion of the share consolidation, the Company increased its authorized ordinary shares from 7,500,000 ordinary shares to 300,000,000 ordinary shares. On February 17, 2023, a total of 2,339 fractional shares were canceled as a result of the share consolidation. In connection with the restricted ordinary shares issued on June 16, 2022 as a deposit to acquire 100% of the equity interests in seven Kewei Group companies, such acquisition was terminated on September 13, 2022 (Note 22) and on February 13, a total of 243,000 shares were returned and cancelled. In connection with an asset purchase agreement entered between the Company and Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) on December 21, 2022 to purchase certain of Shenzhen Kewei’s robot-related business assets in China (Note 1), on March 1, 2023, a total of 262,500 restricted ordinary shares were issued to the shareholders of Shenzhen Kewei. In connection with the conversion of the convertible note with Streeterville Capital, LLC (“CVP”) (Note 15), the Company issued 172,000 restricted ordinary shares to CVP on April 19, 2023. A total of 128,901 warrants were exercised during the six months ended June 30, 2023. No warrants were exercised subsequently from July 1, 2023 to the date of this filing. As of June 30, 2023, we have an aggregate of 2,013,759 warrants issued and outstanding. On March 8, 2023, the Company issued a Notice regarding Adjustment of Exercise Price (for Public Warrants) after share consolidation to the Company’s public warrant holders. As a result of the share consolidation, the exercise price under the public warrant was proportionately increased from $0.16 to $6.40, the exercise price under the private warrant was proportionately increased from $0.18 to $7.20. If any holder exercises one warrant, one-40th (1/40) ordinary share will be received in cash (by Cash in Lieu), holders must exercise at least 40 warrants to receive 1 ordinary share. On May 5, 2023, the Company completed an underwritten public offering (“CMPO 1”) to issue 1,720,430 ordinary shares and an additional 258,064 ordinary shares for the exercise of an over-allotment option at the time of the closing at a public offering price of $4.65 per share for aggregate gross proceeds of approximately $9.2 million. On May 12, 2023, the Company completed another underwritten public offering (“CMPO 2”) to issue 2,580,600 ordinary shares and an additional 387,090 ordinary shares for the exercise of an over-allotment option at the time of the closing at a public offering price of $4.65 per share for aggregate gross proceeds of approximately $13.8 million. |
Selling, Distribution and Admin
Selling, Distribution and Administrative Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Selling, Distribution and Administrative Expenses [Abstract] | |
SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES | 20. SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES For the six months ended 2023 2022 (Unaudited) (Unaudited) Staff expense $ 3,602,127 $ 2,988,331 Rental expense 345,026 77,999 Depreciation and amortization expense 1,251,359 1,176,705 Utilities expense 53,015 30,021 Travelling and entertainment expense 135,186 216,633 Marketing expense 150,203 228,054 Professional fees 774,553 1,262,085 Repairs and maintenance 35,298 26,835 Employee benefits 29,316 228,506 Research and development expense 95,322 68,946 Other expenses** 510,255 673,881 $ 6,981,660 $ 6,977,996 ** Other expenses mainly comprised of office expenses, stamp duties, training costs, transportation costs for robots, etc. |
Legal Reserve
Legal Reserve | 6 Months Ended |
Jun. 30, 2023 | |
Legal Reserve [Abstract] | |
LEGAL RESERVE | 21. LEGAL RESERVE Thailand Under the provisions of the Civil and Commercial Code, GF Cash (CIT) is required to set aside as a legal reserve at least 5% of the profits arising from the business of the Company at each dividend distribution until the reserve is at least 10% of the registered share capital. The legal reserve is non-distributable. The Company reserve has met the legal reserve requirement of $223,500 as of June 30, 2023 and December 31, 2022. The PRC Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. For the six months ended June 30, 2023, the Company did not accrue any legal reserve. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 22. RELATED PARTY TRANSACTIONS The principal related party balances as of June 30, 2023 and December 31, 2022 are as follows: Amounts due from related parties: As of As of (Unaudited) Guardforce TH Group Company Limited (c) $ 1,749 $ 894 Guardforce AI Technology Limited (c) 423 423 Guardforce AI Service Limited (c) 423 423 Shenzhen Intelligent Guardforce Robot Technology Co., Limited (a) 5,544,156 7,312,883 Shareholders’ of Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (b) 2,160,000 7,020,000 Nanjing Zhongzhi Yonghao Robot Co., Ltd. (c) - 7,297 Nanchang Zongkun Intelligent Technology Co., Ltd. (c) - 7,310 Sichuan Qiantu Guardforce Robot Technology Co., Ltd. (c) - 3,777 Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. (c) - 144,737 CSF Mingda Technology Co., Ltd (c) 9,752 11,129 $ 7,716,503 $ 14,508,873 (a) Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”) comprised of $4,481,346 representing prepayments for the purchase of robots from a related party and $1,062,809 receivables in connection with the robots returned to a related party. On May 25, 2023, following the repayment plan provided by Tu Jingyi (“Mr. Tu”) to the Company on March 1, 2023 in connection with the settlement of the outstanding balance of the receivables due from the related parties under Mr. Tu’s control, the Company entered into an agreement with Mr. Tu, Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”), Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (“Shenzhen Kewei”) and Guardforce Holdings (HK) Limited (“GF Holdings”) to legally enforce the right to set-off certain recognized related party receivable and payable amounts on a net basis (“Netting Arrangement”). Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited in an aggregate amount of $1,500,000 to offset the same amount of related party receivables with CIOT. As of the date of this filing, the Company is negotiating with Mr. Tu on the settlement of the second installment of $1,500,000 which is due on September 30, 2023 in accordance with the repayment plan. (b) On May 24, 2022, the Company entered into a securities purchase agreement with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) to acquire 100% of the equity interests in seven Kewei Group companies from Shenzhen Kewei. The acquisition purchase price of $21,600,000 in a mix of cash (10%) and restricted ordinary shares of the Company (90%) were fully paid during the year ended December 31, 2022. Based on the market share price at the issuance date, the equity portion of the deposit paid for business acquisitions was valued at $4,860,000. On September 13, 2022, the Company terminated the securities purchase agreement, the cash paid to Shenzhen Kewei was agreed to be refunded and the shares issued to Shenzhen Kewei was agreed to be returned. On February 13, 2023, 243,000 restricted ordinary shares amounting to $4,860,000 were returned to and canceled by the Company. On March 31, 2023, shareholders’ of Shenzhen Kewei repaid RMB2,000,000 (approximately $291,000) to the Company. On May 25, 2023, an amount of $1,500,000 due was offset with the borrowings from Guardforce Holdings (HK) Limited under the Netting Arrangement. (c) Amounts due from these related parties represent business advances for operational purposes. Amounts due to related parties: As of As of (Unaudited) Tu Jingyi (a) $ 220,808 $ 210,028 Guardforce Holdings (HK) Limited (b) 423,184 394,016 Guardforce Security (Thailand) Company Limited (c) 68,897 77,413 Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (d) 2,569,448 2,403,555 Shenzhen Zhongzhi Yonghao Robot Co., Ltd. 376,391 394,151 Shenzhen Qianban Technology Co., Ltd. (d) - 99,733 Guardforce Security Service (Shanghai) Co., Ltd. (e) 34,465 267,764 Shenzhen Guardforce Qiyun Technology Co., Ltd. (e) - 189 Shanghai Yongan Security Alarm System Co., Ltd. (e) 9,650 21,842 Guardforce Aviation Security Company Limited (c) 195 - $ 3,703,038 $ 3,868,691 (a) Amounts due to Tu Jingyi represented interest accrued on the respective loans. (b) Amounts due to Guardforce Holdings (HK) Limited comprised of $195,398 advances made and $227,786 accrued interests on the loans. (c) Amounts due to Guardforce Security (Thailand) Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by a related party. (d) Amounts due to Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries comprised of $2,590,621 representing trade payables for the purchase of robots from a related party and $22,173 expense paid on behalf by a related party. (e) Amounts due to related parties represent business advances for operational purposes. Short-term borrowings from related parties: As of As of (Unaudited) Guardforce Holdings (HK) Limited (a) $ 1,666,846 $ 3,148,500 Long-term borrowings from related parties: As of As of (Unaudited) Guardforce Holdings (HK) Limited (b) $ - $ 18,346 Tu Jingyi (c) 1,437,303 1,437,303 $ 1,437,303 $ 1,455,649 (a) On April 17, 2020, the Company borrowed $2,735,000 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $2,735,000. The loan is unsecured and bears an interest rate at 2%. The loan was due on April 16, 2023 and was verbally agreed to extend with the same terms and conditions until this loan is scheduled to be settled in late 2023. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $25,570 and $27,350, respectively. This loan is classified as short-term borrowing from a related party. On May 25, 2023, the principal amount of this loan of $1,068,154 was settled under the Netting Arrangement. On September 9, 2020, the Company borrowed $413,500 from Guardforce Holdings (HK) Limited. The loan is unsecured and it bears interest at 2%. The loan is due on September 8, 2023. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $3,446 and $4,135, respectively. On May 25, 2023, the principal amount of this loan of $413,500 was settled under the Netting Arrangement. (b) On December 31, 2019, the Company borrowed $1,499,998 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $18,346. The loan is unsecured and it bears an interest rate of 2%. The loan is due on June 30,2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $153 and $770, respectively. On May 25, 2023, the principal amount of this loan of $18,346 was settled under the Netting Arrangement. (c) On September 1, 2018, the Company entered into an agreement with Tu Jingyi whereby Tu Jingyi loaned $1,437,303 (RMB10 million) to the Company. The loan is unsecured with an interest rate at 1.5%. The loan is due on June 30, 2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $10,780 and $ nil The principal related party transactions for the six months ended June 30, 2023 and 2022 are as follows: Related party transactions: For the six months ended Nature 2023 2022 (Unaudited) (Unaudited) Service/ Products received from related parties: Guardforce Security (Thailand) Company Limited (a) $ 68,897 $ 67,864 Guardforce Aviation Security Company Limited (b) 600 - Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases (c) - 7,008,322 Shenzhen Kewei Robot Technology Co., Ltd. – Purchases (c) 141,569 844,255 Shenzhen Kewei Robot Technology Co., Limited – ICP (d) - 3,000,000 $ 211,066 $ 10,920,441 Service/ Products delivered to related parties: GF Technovation Company Limited – Sales (e) $ - $ 134,123 Nature of transactions: (a) Guardforce Security (Thailand) Company Limited provided security guard services to the Company; (b) Guardforce Aviation Security Company Limited provided escort services to the Company; (c) The Company purchased robots from Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. During the six months ended June 30, 2023, the Company purchased 207 robots amounting to $229,162 through an asset purchase agreement (Note 1) and $50,927 through placing standard purchase orders. In addition, 124 robots amounting to $138,520 were returned by the Company. (d) On February 8, 2022, the Company entered into a Commissioned Development Agreement with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) for the development of a robotics management platform named GFAI Intelligent Cloud Platform V2.0 (“ICP”). The contract amount was $3,000,000 which was paid as a one-time lump sum payment after the execution of the agreement. (e) The Company sold robots and spare parts to GF Technovation Company Limited. |
Consolidated Segment Data
Consolidated Segment Data | 6 Months Ended |
Jun. 30, 2023 | |
Consolidated Segment Data [Abstract] | |
CONSOLIDATED SEGMENT DATA | 23. CONSOLIDATED SEGMENT DATA Selected information by segment is presented in the following tables for the six months ended June 30, 2023 and 2022: For the six months ended Revenues (1) 2023 2022 (Unaudited) (Unaudited) Secured logistics $ 15,943,156 $ 15,960,547 Information security 407,689 262,934 Robotics AI solutions 440,229 719,041 General security solutions 1,622,218 - $ 18,413,292 $ 16,942,522 (1) Revenue excludes intercompany sales. For the six months ended Operating loss 2023 2022 (Unaudited) (Unaudited) Secured logistics $ (1,101,369 ) $ (962,310 ) Information security (311,916 ) (19,041 ) Robotics AI solutions (8,320,982 ) (1,977,324 ) General security solutions (542,569 ) - Corporate and others (2) (1,607,373 ) (2,590,961 ) Operating loss (11,884,209 ) (5,549,636 ) Total other income from five segments 77,765 46,859 Foreign exchange losses, net: - Secured logistics (598,053 ) (751,622 ) - Information security 432 44 - Robotics AI solutions 13,150 5,973 - Corporate and others 810 (154 ) Finance costs: - Secured logistics (423,440 ) (405,365 ) - Information security (6,589 ) (1,648 ) - Corporate and others (154,868 ) (3,848 ) Loss before income tax (12,975,002 ) (6,659,397 ) Provision for income tax (expense) benefit (874,431 ) 320,183 Net loss for the period (13,849,433 ) (6,339,214 ) Less: Loss attributable to the non-controlling interest 30,214 32,392 Net loss attributable to equity holders of the Company $ (13,819,219 ) $ (6,306,822 ) (2) Includes non-cash compensation, legal and professional fees and consultancy fees for the Company. For the six months ended June 30, 2023 and 2022, non-cash compensation of $ nil Depreciation and amortization by segment for six months ended June 30, 2023 and 2022 are as follows: For the six months ended Depreciation and amortization: 2023 2022 (Unaudited) (Unaudited) Secured logistics $ 1,570,069 $ 1,887,059 Robotics AI solutions 741,548 810,319 General security solutions 124,713 - $ 2,436,330 $ 2,697,378 Total assets by segment as of June 30, 2023 and December 31, 2022 are as follows: Total assets As of As of (Unaudited) (Audited) Secured logistics $ 22,854,857 $ 25,315,845 Information security 199,259 615,517 Robotics AI solutions 17,330,745 23,577,547 General security solutions 2,296,882 4,260,811 Corporate and others 21,412,959 7,397,254 $ 64,094,702 $ 61,166,974 Total non-current assets by geographical segment as of December 31, 2022 and 2021 are as follows: Total non-current assets As of As of (Unaudited) (Audited) The PRC (including Hong Kong and Macau) $ 11,762,228 $ 11,234,176 Thailand 9,774,623 14,223,714 Other countries 403,977 446,020 $ 21,940,828 $ 25,903,910 Total liabilities by segment as of June 30, 2023 and December 31, 2022 are as follows: Total liabilities As of As of (Unaudited) (Audited) Secured logistics $ 12,850,116 $ 28,789,053 Information security 143,919 238,229 Robotics AI solutions 4,477,486 4,580,740 General security solutions 1,425,037 1,661,469 Corporate and others 20,195,051 6,765,181 $ 39,091,609 $ 42,034,672 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 24. COMMITMENTS AND CONTINGENCIES Executives/directors agreements The Company has several employment agreements with executives and directors with the latest expiring in August 2025. All agreements provide for automatic renewal options with varying terms of one year or three years unless terminated by either party. Future payments for employment agreements as of June 30, 2023, are as follows: Amount Twelve months ending June 30: 2024 $ 875,472 2025 740,000 2026 118,333 Total minimum payment required $ 1,733,805 Contracted expenditure commitments The Company’s contracted expenditures commitments as of June 30, 2023 but not provided in the interim condensed consolidated financial statements are as follows: Payments Due by Period Less than 1-3 4-5 More Contractual Obligations Nature Total 1 year years years 5 years Service fee commitments (a) $ 56,644 $ 56,644 $ - $ - $ - Operating lease commitments (b) 3,589,243 1,924,149 1,645,840 19,254 - Purchase commitments (c) 3,106,786 3,106,786 - - - $ 6,752,673 $ 5,087,579 $ 1,645,840 $ 19,254 $ - (a) The Company has engaged Stander Information Company Limited (“Stander”) to provide technical services relating to the cash management systems for the Company’s secure logistics business. The service agreement with Stander comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which expired in August 2023. In August, 2023, the Company renewed the service agreement with Stander for 2 years. (b) From time to time, the Company entered into various short-term lease agreements to rent warehouses and offices. In addition, the Company has various low value items with various lease terms that the Company is committed to pay in the future. (c) AI Hong Kong entered into various purchase agreements with Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. As of the date of filing, the Company does not intend to execute these agreements until the robot inventories on hand are being sold. Bank guarantees As of June 30, 2023, the Company had commitments with banks for bank guarantees in favor of government agencies and others of approximately $3,700,000. Litigation As of the date of filing, the Company is a defendant in various labor-related lawsuits totaling approximately $400,593. Management believes sufficient provision has been made for these liabilities in this interim condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS Numerous subsequent events disclosures are being made elsewhere in this interim condensed consolidated financial statements. Subsequent events have been reviewed through the date of filing and required no adjustments or disclosures. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | 2.1 Basis of presentation The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2023. All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD. In addition, the accompanying condensed consolidated interim financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s operating losses and net current liability position may raise substantial doubt on the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered: - As of June 30, 2023, the current and non-current portion of loan outstanding with WK Venture Success Limited (“WK Venture”) were approximately $2.5 million and $13.6 million, respectively, which will be due on December 31, 2024 (Note 14). On September 28, 2023 - As of June 30, 2023, the Company has a convertible note payable of $606,786 with Streeterville Capital, LLC ( “CVP”), which will be due on October 24, 2023 (Note 15). Management believes this convertible note payable will be settled before the maturity date, either CVP will convert the outstanding balance into restricted ordinary shares or the Company will repay the amount owed in cash. - Based on the budget and financial plans of the Company, management is satisfied that the receipt of an aggregate of approximately $21.0 million, after deducting underwriting discounts and other offering expenses from the two underwritten public offering proceeds (Note 19) has provided the Company adequate financial resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the date of this report. On January 31, 2023, the Company completed a 1 for 40 share consolidation of its authorized and issued ordinary shares whereby every forty shares were consolidated into one share. In addition, the par value of each ordinary share increased from $0.003 to $0.12. Immediately following the completion of the share consolidation, the Company increased its authorized ordinary shares from 7,500,000 ordinary shares to 300,000,000 ordinary shares. The accompanying interim condensed consolidated financial statements for the six months ended June 30, 2022 have been retroactively adjusted to reflect the effect of the share consolidation. |
Basis of consolidation | 2.2 Basis of consolidation The consolidated statements of profit or loss and other comprehensive loss, statements of changes in equity and statements of cash flows of the Company for the relevant periods include the results and cash flows of all companies now comprising the Company from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter. The interim condensed consolidated balance sheet of the Company as of June 30, 2023 has been prepared to present the assets and liabilities of the subsidiaries under the historical cost convention. Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity. All intra-group and inter-company transactions and balances have been eliminated on consolidation. |
Segment reporting | 2.3 Segment reporting Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. Transfers and sales between reportable segments, if any, are recorded at cost. The Company reports financial and operating information in the following five segments (Note 23): (i) Secured logistics; (ii) Information security; (iii) Robotics AI solutions; (iv) General security solutions; and (v) Corporate and others |
Business combinations | 2.4 Business combinations The Company accounts for business combinations using the acquisition method when control is transferred to the Company, other than those between and among entities under common control. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on the bargain purchase is recognized in the statement of profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. |
Critical accounting estimate and judgements | 2.5 Critical accounting estimate and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2022. |
Foreign currency translation | 2.6 Foreign currency translation The presentational currency of the Company is the U.S. dollar (“USD”). The functional currency of Guardforce, AI Holdings, AI Robots, Horizon Dragon, Southern Ambition, AI Singapore, AI Robotics, AI Robots Service, AI Malaysia, AI Macau, AI US, AI Australia, AI Dubai, AI UK, AI Korea, AI Japan, AI Canada and AI Vietnam is the USD. The functional currency of AI Hong Kong and Handshake is the Hong Kong dollar (“HKD”). The functional currency of AI Thailand, GF Cash (CIT) and AI R&I is the Thai Baht (“Baht” or “THB”). The functional currency of AI Shenzhen, AI Jian, Shenzhen GFAI, Guangzhou GFAI and Beijing Wanjia is the Chinese Renminbi (“RMB”). The currency exchange rates that impact our business are shown in the following table: Period End Rate Average Rate June 30, December 31, For the six months ended 2023 2022 2023 2022 Thai Baht 0.0283 0.0289 0.0293 0.0295 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1379 0.1447 0.1444 0.1544 |
Financial risk management | 2.7 Financial risk management 2.7.1 Financial risk factors The Company’s activities expose it to a variety of financial risks: foreign exchange risk, interest rate risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the audited financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022, 2021 and 2020. 2.7.2 Liquidity risk Prudent liquidity management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The Company’s primary cash requirements are for operating expenses and purchases of fixed assets. The Company mainly finances its working capital requirements from cash generated from funds raised from the public offerings, operations, proceeds from the exercise of warrants, bank borrowings and finance leases. The Company’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents and an adequate amount of committed credit facilities to meet its liquidity requirements in the short and long term. At the reporting date, the contractual undiscounted cash flows of the Company’s current financial liabilities approximate their respective carrying amounts due to their short maturities. 2.7.3 Capital risk management The Company’s objectives on managing capital are to safeguard the Company’s ability to continue as a going concern and support the sustainable growth of the Company in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long term. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return of capital to shareholders, issue new shares or sell assets to reduce debt. |
Impact of COVID-19 | 2.7.4 Impact of COVID-19 The COVID-19 pandemic developed rapidly in 2020. The resulting impact of the virus on the operations and measures taken by various governments to contain the virus have negatively affected the Company’s financial performance in the fiscal year 2022. The regulatory measures in response to the pandemic were relaxed and travel restrictions in most countries was lifted in late 2022, the Company might be recovered through the increase in economic activity in the fiscal year 2023. The Company is monitoring the situation closely and conscientiously managing its costs by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections. |
Inventories | 2.8 Inventories Inventories consist of robots and security equipment which are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary to make the sale. When inventory is sold, their carrying amount is charged to expense in the period in which the revenue is recognized. Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment or loss occurs. The Company recorded an allowance for slow-moving or obsolete robot inventories of $3,090,283 and nil During the six months ended June 30, 2023 and 2022, all robot inventories were purchased from the related parties (Note 22), and all security equipment’s inventories were purchased from third parties. |
Related parties | 2.9 Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. The Company recognizes the contractual right to receive money or products from related parties as amounts due from related parties. For those that the contractual maturity date is less than one year, the Company records as current assets. |
Assets under construction | 2.10 Assets under construction Assets under construction recorded in property, plant and equipment and intangible assets are stated at cost less impairment losses, if any. Cost comprises direct costs of construction as well as interest expense and exchange differences capitalized during the periods of construction and installation. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for assets under construction until they are completed and ready for intended use. |
Goodwill | 2. 10 Goodwill Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. At the acquisition date, any goodwill acquired is allocated to the cash-generating units (CGU) which are expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill related. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognized. Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of In these circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained. The Company recorded a goodwill impairment of 1,263,040 and nil |
Impairment of long-lived assets | 2.11 Impairment of long-lived assets At the end of each reporting period, the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. For the six months ended June 30, 2023, an impairment loss on the robot assets of $1,591,766 was recognized when the carrying amount was greater than the value in use. Management estimated the value in use by estimating the expected cash flows from the cash-generating unit as well as a suitable discount rate in order to calculate the present value of those cash flows. The basis of impairment is determined based on the result of assessment. The Company did not incur any impairment loss for the six months ended June 30, 2022. |
Offsetting Assets and Liabilities | 2.12 Offsetting Assets and Liabilities During the six months ended June 30, 2023, the Company engaged in offsetting arrangements for certain financial assets and financial liabilities. These arrangements primarily involve the offsetting of related party receivables, related party payables and borrowings from a related party. The Company has established legally enforceable rights to offset financial assets and financial liabilities subject to offsetting arrangements. These rights may arise from agreements, netting arrangements, or a combination of legal and contractual rights. |
Revenue from contracts with customers | 2.13 Revenue from contracts with customers The Company generates its revenue primarily from four service lines: (1) Secure logistics; (2) Robotics AI resolutions; (3) Information security; and (4) General security solutions. Each service line primarily renders the following services: (1) Secure logistics (i) Cash-In-Transit – Non Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center (CCC); (vii) Cheque Center Service (CDC); (viii) Express Cash; (ix) Coin Processing Service; and (x) Cash Deposit Management Solutions (2) Robotics AI solutions (i) Sale of robots and (ii) Rental of robots (3) Information security (i) Penetration test; (ii) PCI ASV Scan and (iii) Rapid7 Sales (4) General security solutions (i) Installation of fire alarm security systems; (ii) Sale of security equipment The Company recognizes revenue at a point in time as products are delivered and services are performed. Consultancy fees typically covers a period of time, the revenue is recognized on a ratable basis over the contract term. The Company applies the following five-step model in order to determine the amount: ● To identify the contract or quotation with the agreed service price. ● To evaluate the services engaged in the customer’s contract and identify the related performance obligations. ● To consider the contract terms and commonly accepted practices in the business to determine the transaction price. The transaction price is the consideration that the Company expects to be entitled for delivering the services engaged with the customer. The consideration engaged in a customer’s contract is generally a fixed amount. ● To allocate the transaction price, if necessary, to each performance obligation (to each good or service that is different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of delivering the services engaged with the customer. ● To recognize revenue when the Company satisfies the performance obligation through the rendering of services engaged. All of the conditions mentioned above are accomplished normally when the services are rendered to the customer and this moment is considered a point in time. The reported revenue reflects services delivered at the contract or agreed-upon price. Contract liabilities consist of deferred revenue related to prepaid fees received from customers for future information security service over the term of the service agreement. The Company expects to recognize revenue of $428,839 within the next 12 months and $ nil Revenue is recognized when the related performance obligation is satisfied. Disaggregation information of revenue by service type which was recognized based on the nature of performance obligation disclosed above is as follows: For the six months ended June 30, 2023 Percentage of 2022 Percentage of Service Type $ Revenue $ Revenue (Unaudited) (Unaudited) Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) $ 5,988,087 32.5 % $ 5,377,474 31.8 % Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) 1,961,464 10.7 % 2,135,199 12.6 % ATM Management 3,895,708 21.2 % 4,731,015 27.9 % Cash Processing (CPC) 1,613,933 8.8 % 1,410,902 8.3 % Cash Center Operations (CCT) 958,760 5.2 % 1,202,214 7.1 % Consolidate Cash Center (CCC) 395,105 2.1 % 225,513 1.3 % Cheque Center Service (CDC) - - % 4,729 0.05 % Others ** 4,332 0.02 % 4,399 0.05 % Cash Deposit Management Solutions (GDM) 1,125,767 6.1 % 869,102 5.1 % Robotics AI solutions 440,229 2.4 % 719,041 4.2 % Information security 407,689 2.2 % 262,934 1.6 % General security solutions 1,622,218 8.8 % - - % Total $ 18,413,292 100.0 % $ 16,942,522 100.0 % ** Others include primarily revenue from express cash and coin processing services. During the six months ended June 30, 2022, revenues amounting to $16,808,399 were generated from third parties; and $134,123 were generated from a related party (Note 22). During the six months ended June 30, 2023 all revenues were generated from third parties. |
Cost of sales | 2.14 Cost of sales Cost of sales consists primarily of internal labor costs and related benefits, and other overhead costs that are directly attributable to services provided. |
New and amended accounting standards | 2.15 New and amended accounting standards All new standards and amendments that are effective for annual reporting period commencing January 1, 2023 have been applied by the Company for the six months ended June 30, 2023. The adoption of these new and amended standards did not have material impact on the interim condensed consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2023, and they have not been early adopted by the Company in preparing these interim condensed consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the interim condensed consolidated financial statements of the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure of Significant Accounting Policies [Abstract] | |
Schedule of Currency Exchange Rates Impact | The currency exchange rates that impact our business are shown in the following table: Period End Rate Average Rate June 30, December 31, For the six months ended 2023 2022 2023 2022 Thai Baht 0.0283 0.0289 0.0293 0.0295 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1379 0.1447 0.1444 0.1544 |
Schedule of Disaggregation Information of Revenue by Service Type | Disaggregation information of revenue by service type which was recognized based on the nature of performance obligation disclosed above is as follows: For the six months ended June 30, 2023 Percentage of 2022 Percentage of Service Type $ Revenue $ Revenue (Unaudited) (Unaudited) Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) $ 5,988,087 32.5 % $ 5,377,474 31.8 % Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) 1,961,464 10.7 % 2,135,199 12.6 % ATM Management 3,895,708 21.2 % 4,731,015 27.9 % Cash Processing (CPC) 1,613,933 8.8 % 1,410,902 8.3 % Cash Center Operations (CCT) 958,760 5.2 % 1,202,214 7.1 % Consolidate Cash Center (CCC) 395,105 2.1 % 225,513 1.3 % Cheque Center Service (CDC) - - % 4,729 0.05 % Others ** 4,332 0.02 % 4,399 0.05 % Cash Deposit Management Solutions (GDM) 1,125,767 6.1 % 869,102 5.1 % Robotics AI solutions 440,229 2.4 % 719,041 4.2 % Information security 407,689 2.2 % 262,934 1.6 % General security solutions 1,622,218 8.8 % - - % Total $ 18,413,292 100.0 % $ 16,942,522 100.0 % ** Others include primarily revenue from express cash and coin processing services. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination [Abstract] | |
Schedule of Purchase Price Allocation | The following represents the purchase price allocation at the dates of the acquisitions: Handshake AI Macau AI Beijing Shenzhen Cash and cash equivalents $ 24,276 $ 21,038 $ 12,500 $ 38,342 $ 2,187 Other current assets 32,250 4,162 - 2,219,318 2,393,558 Property, plant and equipment - - - 20,488 2,055,610 Intangible assets - - - 1,593,398 1,592,783 Other non-current assets - - - 203,765 23,566 Current liabilities (58,297 ) (92,350 ) (13,184 ) (1,681,573 ) (4,320,434 ) Goodwill 329,534 70,355 685 411,862 1,867,009 Total purchase price $ 327,763 $ 3,205 $ 1 $ 2,805,600 $ 3,614,279 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Schedule of Cash Equivalents and Restricted Cash | As of As of (Unaudited) Cash on hand $ 465,853 $ 471,408 Cash in bank 24,272,524 6,459,231 Subtotal 24,783,377 6,930,639 Restricted cash – current (a) 17,059 - Restricted cash – non-current (b) 1,274,956 1,300,005 Cash, cash equivalents, and restricted cash $ 26,030,392 $ 8,230,644 (a) During the six months ended June 30, 2023, with regards to various labor-related lawsuits in the PRC, the PRC Court issued an order to freeze one of the Company’s bank accounts which restricted or prohibited the transfer and use of deposited funds by the Company. The sum will be released when the Company has paid to satisfy the claims. (b) The non-current restricted cash represents cash pledged with a local bank in Thailand as collateral for bank guarantees issued by those banks in respect of the Company’s Cash-In-Transit projects. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure of Inventories Table [Abstract] | |
Schedule of Inventories | As of As of (Unaudited) Robots in warehouse $ 4,976,219 $ 5,553,859 Robots in transit 46,950 - Security equipment 415,036 494,793 Impairment provision for inventories (3,801,960 ) (942,882 ) Inventories $ 1,636,245 $ 5,105,770 |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Trade Receivables, Net [Abstract] | |
Schedule of Trade Receivable | As of As of (Unaudited) Trade receivable $ 5,160,600 $ 5,392,720 (Impairment provision) recovery of doubtful accounts (32,602 ) 7,466 Trade receivable, net $ 5,127,998 $ 5,400,186 |
Withholding Tax Receivable (Tab
Withholding Tax Receivable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Withholding Tax Receivable [Abstract] | |
Schedule of Withholding Tax Receivables | 2023 2022 (Unaudited) (Unaudited) Balance at January 1, $ 2,691,096 $ 3,531,953 Addition 401,941 381,966 Collection - (1,045,061 ) Write off/ Allowance for uncollectible (561,277 ) (263,340 ) Exchange difference (73,713 ) (153,902 ) Balance at June 30, $ 2,458,047 $ 2,451,616 |
Schedule of Current and Non Current Portion of Tax Receivables | As of As of (Unaudited) Current portion $ 536,974 $ 757,024 Non-current portion 1,921,073 1,934,072 Withholding tax receivable $ 2,458,047 $ 2,691,096 |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Receivables [Abstract] | |
Schedule of Other Receivables | As of As of (Unaudited) Cash advance to a third-party vendor $ 778,724 $ 817,564 Impairment provision for other receivables (778,724 ) - $ - $ 817,564 |
Other Current and Other Non-C_2
Other Current and Other Non-Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Current and Other Non-Current Assets [Abstract] | |
Schedule of Other Current and Other Non-Current Assets | As of As of (Unaudited) Input VAT and other taxes receivable $ 314,855 $ 293,429 Prepayments – office and warehouse rental 1,240,967 780,279 Prepayments - insurance 375,985 106,167 Prepayments - others 166,165 91,926 Uniforms 14,781 24,699 Tools and supplies 152,035 155,642 Deferred costs 90,555 219,782 Cash advances to employees 25,375 71,084 Other current assets $ 2,380,718 $ 1,743,008 Deposits $ 397,030 $ 437,602 Deferred costs - 9,720 Other non-current assets $ 397,030 $ 447,322 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property ,plant and equipment [Member] | |
Property, Plant and Equipment (Tables) [Line Items] | |
Schedule of Property, Plant and Equipment | Leasehold Machinery Office Vehicles Assets GDM Robots Total Cost At December 31, 2021 $ 3,239,683 $ 5,108,501 $ 5,412,444 $ 16,233,868 $ 248,686 $ 1,713,926 $ 5,369,070 $ 37,326,178 Acquisitions through business combinations - - 205,070 141,619 - - 2,571,013 2,917,702 Additions 26,342 18,698 18,603 80,350 - 318,905 2,178,914 2,641,812 Disposals (101,834 ) (7,437 ) (15,463 ) (344,818 ) (211,659 ) (15,892 ) (12,273 ) (709,376 ) Exchange differences (173,963 ) (281,325 ) (298,630 ) (880,949 ) (4,472 ) (107,391 ) (392,122 ) (2,138,852 ) At June 30, 2022 (Unaudited) 2,990,228 4,838,437 5,322,024 15,230,070 32,555 1,909,548 9,714,602 40,037,464 At December 31, 2022 $ 3,146,864 $ 4,868,015 $ 5,354,351 $ 15,518,987 $ 33,222 $ 1,948,698 $ 7,194,815 $ 38,064,952 Additions - 1,750 6,964 - - 624,126 273,779 906,619 Disposals (104,773 ) (105,939 ) (48,955 ) (47,155 ) - - (56,389 ) (363,211 ) Impairment of fixed assets - - - - - - (1,591,766 ) (1,591,766 ) Exchange differences (60,518 ) (95,521 ) (106,807 ) (353,552 ) (652 ) (38,238 ) (141,241 ) (796,529 ) At June 30, 2023 (Unaudited) 2,981,573 4,668,305 5,205,553 15,118,280 32,570 2,534,586 5,679,198 36,220,065 Accumulated Depreciation At December 31, 2021 $ 2,693,472 $ 4,906,277 $ 4,799,149 $ 13,447,168 $ - $ 891,378 $ 691,433 $ 27,428,877 Acquisitions through business combinations - - 184,364 136,723 - - 520,516 841,603 Depreciation charged for the period 51,903 57,623 96,235 416,775 - 188,620 762,874 1,574,030 Disposals (99,439 ) (7,396 ) (15,432 ) (330,993 ) - (5,303 ) (461 ) (459,024 ) Exchange differences (146,005 ) (271,901 ) (268,318 ) (742,974 ) - (56,970 ) (81,330 ) (1,567,498 ) As June 30, 2022 (Unaudited) 2,499,931 4,684,603 4,795,998 12,926,699 - 1,017,725 1,893,032 27,817,988 At December 31, 2022 $ 2,577,341 $ 4,748,031 $ 4,889,742 $ 13,493,656 $ - $ 1,230,247 $ 3,059,174 $ 29,998,191 Depreciation charged for the period 48,922 34,180 87,164 263,962 - 202,983 516,626 1,153,837 Disposals (108,213 ) (109,514 ) (44,542 ) (48,748 ) - (14,847 ) (325,864 ) Exchange differences (48,443 ) (90,705 ) (101,287 ) (275,519 ) - (30,774 ) (77,779 ) (624,507 ) As June 30, 2023 (Unaudited) 2,469,607 4,581,992 4,831,077 13,433,351 - 1,402,456 3,483,174 30,201,657 Net book value At June 30, 2022 (Unaudited) $ 490,298 $ 153,834 $ 526,026 $ 2,303,371 $ 32,555 $ 891,822 $ 7,821,570 $ 12,219,476 At June 30, 2023 (Unaudited) $ 511,966 $ 86,313 $ 374,476 $ 1,684,929 $ 32,570 $ 1,132,130 $ 2,196,024 $ 6,018,408 |
Right-of-Use Assets and Opera_2
Right-of-Use Assets and Operating Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Right-of-Use Assets and Operating Lease Liabilities [Abstract] | |
Schedule of Carrying Amounts of Right-of-Use Assets | The carrying amounts of right-of-use assets are as below: 2023 2022 (Unaudited) (Unaudited) Balance at January 1, $ 4,171,409 $ 2,364,993 New leases 271,004 804,500 New leases acquired through business combinations - 167,597 Depreciation expense (1,042,981 ) (1,095,227 ) Exchange difference (75,562 ) (108,566 ) Balance at June 30, $ 3,323,870 $ 2,133,297 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Assets under construction Computer Right-of-use Customer Technical Security Cash Intelligent Intelligent Total Cost At December 31, 2021 $ 907,304 $ - $ - $ - $ - $ - $ - $ - $ 907,304 Acquisitions through business combinations - 733,311 1,120,688 514,968 1,102,647 - - - 3,471,614 Additions 1,761 - - - 81,119 3,000,000 3,082,880 Exchange differences (49,955 ) - - - - (3,525 ) - (53,480 ) At June 30, 2022 (Unaudited) 859,110 733,311 1,120,688 514,968 1,102,647 77,594 3,000,000 - 7,408,318 At December 31, 2022 $ 887,745 $ 673,029 $ 1,042,110 $ 499,344 $ 1,360,898 $ 194,495 $ 3,000,000 $ - $ 7,657,621 Additions - - - - 195,087 - - 1,597,754 1,792,841 Transfer - - - - - - (2,821,882 ) 2,821,882 - Exchange differences (17,419 ) (31,974 ) (49,509 ) (23,723 ) (306,604 ) (3,816 ) - - (433,045 ) At June 30, 2023 (Unaudited) 870,326 641,055 992,601 475,621 1,249,381 190,679 178,118 4,419,636 9,017,417 Accumulated amortization At December 31, 2021 $ 742,988 $ - $ - $ - $ - $ - $ - $ - $ 742,988 Acquisitions through business combinations - - - - 285,433 - - - 285,433 Amortization charged for the period 25,290 17,951 129,327 - - - - - 172,568 Exchange differences (41,944 ) - - - - - - (41,944 ) As June 30, 2022 (Unaudited) 726,334 17,951 129,327 - 285,433 - - - 1,159,045 At December 31, 2022 $ 767,168 $ 50,477 $ 405,868 $ 28,405 $ 612,560 $ - $ - $ - $ 1,864,478 Amortization charged for the period 26,139 33,582 201,013 28,346 63,817 - - 182,671 535,568 Exchange differences (15,908 ) (3,927 ) (28,438 ) (2,641 ) (286,182 ) - - - (337,096 ) As June 30, 2023 (Unaudited) 777,399 80,132 578,443 54,110 390,195 - - 182,671 2,062,950 Net book value At June 30, 2022 (Unaudited) $ 132,776 $ 715,360 $ 991,361 $ 514,968 $ 817,214 $ 77,594 $ 3,000,000 $ - $ 6,249,273 At June 30, 2023 (Unaudited) $ 92,927 $ 560,923 $ 414,158 $ 421,511 $ 859,186 $ 190,679 $ 178,118 $ 4,236,965 $ 6,954,467 |
Trade and Other payables and _2
Trade and Other payables and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Trade and Other payables and Other Current Liabilities [Abstract] | |
Schedule of Trade and Other Payables and Other Current Liabilities | As of As of (Unaudited) Trade payables – third parties $ 2,596,576 $ 2,060,856 Accrued salaries and bonus 454,218 515,758 Accrued customer claims, cash loss and shortage ** 15,044 57,381 Trade and other payables $ 3,065,838 $ 2,633,995 Output VAT $ 74,171 $ 118,125 Accrued expenses 389,318 522,059 Payroll payable 1,776,907 979,027 Other payables 168,052 289,494 Deferred revenue 428,839 568,664 Other current liabilities $ 2,837,287 $ 2,477,369 ** Includes a provision for penalty for failure to meet performance indicators as stipulated in certain customer contracts for approximately $7,108 and $11,800 as of June 30, 2023 and 2022, respectively. |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Borrowings [Abstract] | |
Schedule of Borrowings | As of As of (Unaudited) Current portion of long-term bank borrowings $ 1,039,988 $ 947,559 Current portion of long-term third-party borrowing 2,469,721 2,234,057 Long-term bank borrowings 138,212 432,179 Long-term third-party borrowing 13,589,362 13,467,639 Total borrowings $ 17,237,283 $ 17,081,434 |
Finance Lease Liabilities (Tabl
Finance Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Finance Lease Liabilities [Abstract] | |
Schedule of Finance Lease Liabilities | As of As of (Unaudited) Current portion $ 200,383 $ 398,136 Non-current portion 229,747 233,550 Finance lease liabilities $ 430,130 $ 631,686 |
Schedule of Minimum Lease Payments Under Finance Lease Agreements | The minimum lease payments under finance lease agreements are as follows: As of As of (Unaudited) Within 1 year $ 212,173 $ 423,514 After 1 year but within 5 years 248,490 253,448 Less: Finance charges (30,533 ) (45,276 ) Present value of finance lease liabilities, net $ 430,130 $ 631,686 |
Schedule of Finance Lease Assets Comprise Primarily Vehicles and Office Equipment | Finance lease assets comprise primarily vehicles and office equipment as follow: As of As of (Unaudited) Cost $ 1,540,416 $ 1,571,075 Less: Accumulated depreciation (618,097 ) (564,844 ) Net book value $ 922,319 $ 1,006,231 |
Provision for Employee Benefi_2
Provision for Employee Benefits (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Provision for Employee Benefits [Abstract] | |
Schedule of Retired Benefit Plan | The plan asset is unfunded and the Company will pay benefits when needed. Provision for 2023 2022 (Unaudited) (Unaudited) Defined benefit obligations at January 1, $ 4,849,614 $ 5,819,132 Estimate for the six months period* (74,552 ) (348,418 ) Defined benefit obligations at June 30, $ 4,775,062 $ 5,470,714 * The estimate represents the difference between the Company’s estimated defined benefit obligations based on employees’ past service and expected future salary at the beginning of the fiscal year and the end of the six months period. |
Selling, Distribution and Adm_2
Selling, Distribution and Administrative Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Selling, Distribution and Administrative Expenses [Abstract] | |
Schedule of Administrative Expenses | For the six months ended 2023 2022 (Unaudited) (Unaudited) Staff expense $ 3,602,127 $ 2,988,331 Rental expense 345,026 77,999 Depreciation and amortization expense 1,251,359 1,176,705 Utilities expense 53,015 30,021 Travelling and entertainment expense 135,186 216,633 Marketing expense 150,203 228,054 Professional fees 774,553 1,262,085 Repairs and maintenance 35,298 26,835 Employee benefits 29,316 228,506 Research and development expense 95,322 68,946 Other expenses** 510,255 673,881 $ 6,981,660 $ 6,977,996 ** Other expenses mainly comprised of office expenses, stamp duties, training costs, transportation costs for robots, etc. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Amounts Due from Related Parties | Amounts due from related parties: As of As of (Unaudited) Guardforce TH Group Company Limited (c) $ 1,749 $ 894 Guardforce AI Technology Limited (c) 423 423 Guardforce AI Service Limited (c) 423 423 Shenzhen Intelligent Guardforce Robot Technology Co., Limited (a) 5,544,156 7,312,883 Shareholders’ of Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (b) 2,160,000 7,020,000 Nanjing Zhongzhi Yonghao Robot Co., Ltd. (c) - 7,297 Nanchang Zongkun Intelligent Technology Co., Ltd. (c) - 7,310 Sichuan Qiantu Guardforce Robot Technology Co., Ltd. (c) - 3,777 Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. (c) - 144,737 CSF Mingda Technology Co., Ltd (c) 9,752 11,129 $ 7,716,503 $ 14,508,873 (a) Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”) comprised of $4,481,346 representing prepayments for the purchase of robots from a related party and $1,062,809 receivables in connection with the robots returned to a related party. On May 25, 2023, following the repayment plan provided by Tu Jingyi (“Mr. Tu”) to the Company on March 1, 2023 in connection with the settlement of the outstanding balance of the receivables due from the related parties under Mr. Tu’s control, the Company entered into an agreement with Mr. Tu, Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”), Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (“Shenzhen Kewei”) and Guardforce Holdings (HK) Limited (“GF Holdings”) to legally enforce the right to set-off certain recognized related party receivable and payable amounts on a net basis (“Netting Arrangement”). Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited in an aggregate amount of $1,500,000 to offset the same amount of related party receivables with CIOT. As of the date of this filing, the Company is negotiating with Mr. Tu on the settlement of the second installment of $1,500,000 which is due on September 30, 2023 in accordance with the repayment plan. (b) On May 24, 2022, the Company entered into a securities purchase agreement with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) to acquire 100% of the equity interests in seven Kewei Group companies from Shenzhen Kewei. The acquisition purchase price of $21,600,000 in a mix of cash (10%) and restricted ordinary shares of the Company (90%) were fully paid during the year ended December 31, 2022. Based on the market share price at the issuance date, the equity portion of the deposit paid for business acquisitions was valued at $4,860,000. On September 13, 2022, the Company terminated the securities purchase agreement, the cash paid to Shenzhen Kewei was agreed to be refunded and the shares issued to Shenzhen Kewei was agreed to be returned. On February 13, 2023, 243,000 restricted ordinary shares amounting to $4,860,000 were returned to and canceled by the Company. On March 31, 2023, shareholders’ of Shenzhen Kewei repaid RMB2,000,000 (approximately $291,000) to the Company. On May 25, 2023, an amount of $1,500,000 due was offset with the borrowings from Guardforce Holdings (HK) Limited under the Netting Arrangement. (c) Amounts due from these related parties represent business advances for operational purposes. |
Schedule of Amounts Due to Related Parties | Amounts due to related parties: As of As of (Unaudited) Tu Jingyi (a) $ 220,808 $ 210,028 Guardforce Holdings (HK) Limited (b) 423,184 394,016 Guardforce Security (Thailand) Company Limited (c) 68,897 77,413 Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (d) 2,569,448 2,403,555 Shenzhen Zhongzhi Yonghao Robot Co., Ltd. 376,391 394,151 Shenzhen Qianban Technology Co., Ltd. (d) - 99,733 Guardforce Security Service (Shanghai) Co., Ltd. (e) 34,465 267,764 Shenzhen Guardforce Qiyun Technology Co., Ltd. (e) - 189 Shanghai Yongan Security Alarm System Co., Ltd. (e) 9,650 21,842 Guardforce Aviation Security Company Limited (c) 195 - $ 3,703,038 $ 3,868,691 (a) Amounts due to Tu Jingyi represented interest accrued on the respective loans. (b) Amounts due to Guardforce Holdings (HK) Limited comprised of $195,398 advances made and $227,786 accrued interests on the loans. (c) Amounts due to Guardforce Security (Thailand) Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by a related party. (d) Amounts due to Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries comprised of $2,590,621 representing trade payables for the purchase of robots from a related party and $22,173 expense paid on behalf by a related party. (e) Amounts due to related parties represent business advances for operational purposes. |
Schedule of Short-Term Borrowings from Related Parties | Short-term borrowings from related parties: As of As of (Unaudited) Guardforce Holdings (HK) Limited (a) $ 1,666,846 $ 3,148,500 (a) On April 17, 2020, the Company borrowed $2,735,000 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $2,735,000. The loan is unsecured and bears an interest rate at 2%. The loan was due on April 16, 2023 and was verbally agreed to extend with the same terms and conditions until this loan is scheduled to be settled in late 2023. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $25,570 and $27,350, respectively. This loan is classified as short-term borrowing from a related party. On May 25, 2023, the principal amount of this loan of $1,068,154 was settled under the Netting Arrangement. On September 9, 2020, the Company borrowed $413,500 from Guardforce Holdings (HK) Limited. The loan is unsecured and it bears interest at 2%. The loan is due on September 8, 2023. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $3,446 and $4,135, respectively. On May 25, 2023, the principal amount of this loan of $413,500 was settled under the Netting Arrangement. |
Schedule of Long-Term Borrowings from Related Parties | Long-term borrowings from related parties: As of As of (Unaudited) Guardforce Holdings (HK) Limited (b) $ - $ 18,346 Tu Jingyi (c) 1,437,303 1,437,303 $ 1,437,303 $ 1,455,649 (b) On December 31, 2019, the Company borrowed $1,499,998 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $18,346. The loan is unsecured and it bears an interest rate of 2%. The loan is due on June 30,2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $153 and $770, respectively. On May 25, 2023, the principal amount of this loan of $18,346 was settled under the Netting Arrangement. (c) On September 1, 2018, the Company entered into an agreement with Tu Jingyi whereby Tu Jingyi loaned $1,437,303 (RMB10 million) to the Company. The loan is unsecured with an interest rate at 1.5%. The loan is due on June 30, 2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $10,780 and $ nil |
Schedule of Related Party Transactions | Related party transactions: For the six months ended Nature 2023 2022 (Unaudited) (Unaudited) Service/ Products received from related parties: Guardforce Security (Thailand) Company Limited (a) $ 68,897 $ 67,864 Guardforce Aviation Security Company Limited (b) 600 - Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases (c) - 7,008,322 Shenzhen Kewei Robot Technology Co., Ltd. – Purchases (c) 141,569 844,255 Shenzhen Kewei Robot Technology Co., Limited – ICP (d) - 3,000,000 $ 211,066 $ 10,920,441 Service/ Products delivered to related parties: GF Technovation Company Limited – Sales (e) $ - $ 134,123 (a) Guardforce Security (Thailand) Company Limited provided security guard services to the Company; (b) Guardforce Aviation Security Company Limited provided escort services to the Company; (c) The Company purchased robots from Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. During the six months ended June 30, 2023, the Company purchased 207 robots amounting to $229,162 through an asset purchase agreement (Note 1) and $50,927 through placing standard purchase orders. In addition, 124 robots amounting to $138,520 were returned by the Company. (d) On February 8, 2022, the Company entered into a Commissioned Development Agreement with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) for the development of a robotics management platform named GFAI Intelligent Cloud Platform V2.0 (“ICP”). The contract amount was $3,000,000 which was paid as a one-time lump sum payment after the execution of the agreement. (e) The Company sold robots and spare parts to GF Technovation Company Limited. |
Consolidated Segment Data (Tabl
Consolidated Segment Data (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Consolidated Segment Data [Abstract] | |
Schedule of Selected Information by Segment | Selected information by segment is presented in the following tables for the six months ended June 30, 2023 and 2022: For the six months ended Revenues (1) 2023 2022 (Unaudited) (Unaudited) Secured logistics $ 15,943,156 $ 15,960,547 Information security 407,689 262,934 Robotics AI solutions 440,229 719,041 General security solutions 1,622,218 - $ 18,413,292 $ 16,942,522 (1) Revenue excludes intercompany sales. For the six months ended Operating loss 2023 2022 (Unaudited) (Unaudited) Secured logistics $ (1,101,369 ) $ (962,310 ) Information security (311,916 ) (19,041 ) Robotics AI solutions (8,320,982 ) (1,977,324 ) General security solutions (542,569 ) - Corporate and others (2) (1,607,373 ) (2,590,961 ) Operating loss (11,884,209 ) (5,549,636 ) Total other income from five segments 77,765 46,859 Foreign exchange losses, net: - Secured logistics (598,053 ) (751,622 ) - Information security 432 44 - Robotics AI solutions 13,150 5,973 - Corporate and others 810 (154 ) Finance costs: - Secured logistics (423,440 ) (405,365 ) - Information security (6,589 ) (1,648 ) - Corporate and others (154,868 ) (3,848 ) Loss before income tax (12,975,002 ) (6,659,397 ) Provision for income tax (expense) benefit (874,431 ) 320,183 Net loss for the period (13,849,433 ) (6,339,214 ) Less: Loss attributable to the non-controlling interest 30,214 32,392 Net loss attributable to equity holders of the Company $ (13,819,219 ) $ (6,306,822 ) (2) Includes non-cash compensation, legal and professional fees and consultancy fees for the Company. |
Schedule of Depreciation and Amortization by Segment | Depreciation and amortization by segment for six months ended June 30, 2023 and 2022 are as follows: For the six months ended Depreciation and amortization: 2023 2022 (Unaudited) (Unaudited) Secured logistics $ 1,570,069 $ 1,887,059 Robotics AI solutions 741,548 810,319 General security solutions 124,713 - $ 2,436,330 $ 2,697,378 |
Schedule of Total Assets by Segment | Total assets by segment as of June 30, 2023 and December 31, 2022 are as follows: Total assets As of As of (Unaudited) (Audited) Secured logistics $ 22,854,857 $ 25,315,845 Information security 199,259 615,517 Robotics AI solutions 17,330,745 23,577,547 General security solutions 2,296,882 4,260,811 Corporate and others 21,412,959 7,397,254 $ 64,094,702 $ 61,166,974 |
Schedule of Total Non-current Assets by Geographical Segment | Total non-current assets by geographical segment as of December 31, 2022 and 2021 are as follows: Total non-current assets As of As of (Unaudited) (Audited) The PRC (including Hong Kong and Macau) $ 11,762,228 $ 11,234,176 Thailand 9,774,623 14,223,714 Other countries 403,977 446,020 $ 21,940,828 $ 25,903,910 |
Schedule of Total liabilities by Segment | Total liabilities by segment as of June 30, 2023 and December 31, 2022 are as follows: Total liabilities As of As of (Unaudited) (Audited) Secured logistics $ 12,850,116 $ 28,789,053 Information security 143,919 238,229 Robotics AI solutions 4,477,486 4,580,740 General security solutions 1,425,037 1,661,469 Corporate and others 20,195,051 6,765,181 $ 39,091,609 $ 42,034,672 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Payments for Employment Agreements | The Company has several employment agreements with executives and directors with the latest expiring in August 2025. All agreements provide for automatic renewal options with varying terms of one year or three years unless terminated by either party. Future payments for employment agreements as of June 30, 2023, are as follows: Amount Twelve months ending June 30: 2024 $ 875,472 2025 740,000 2026 118,333 Total minimum payment required $ 1,733,805 |
Schedule of Contracted Expenditures Commitments | The Company’s contracted expenditures commitments as of June 30, 2023 but not provided in the interim condensed consolidated financial statements are as follows: Payments Due by Period Less than 1-3 4-5 More Contractual Obligations Nature Total 1 year years years 5 years Service fee commitments (a) $ 56,644 $ 56,644 $ - $ - $ - Operating lease commitments (b) 3,589,243 1,924,149 1,645,840 19,254 - Purchase commitments (c) 3,106,786 3,106,786 - - - $ 6,752,673 $ 5,087,579 $ 1,645,840 $ 19,254 $ - (a) The Company has engaged Stander Information Company Limited (“Stander”) to provide technical services relating to the cash management systems for the Company’s secure logistics business. The service agreement with Stander comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which expired in August 2023. In August, 2023, the Company renewed the service agreement with Stander for 2 years. (b) From time to time, the Company entered into various short-term lease agreements to rent warehouses and offices. In addition, the Company has various low value items with various lease terms that the Company is committed to pay in the future. (c) AI Hong Kong entered into various purchase agreements with Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. As of the date of filing, the Company does not intend to execute these agreements until the robot inventories on hand are being sold. |
Nature of Operations (Details)
Nature of Operations (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 16, 2022 shares | Sep. 21, 2018 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Jun. 30, 2023 DKK (kr) shares | Mar. 11, 2022 | Nov. 18, 2021 | Nov. 01, 2021 | Mar. 25, 2021 | |
Nature of Operations (Details) [Line Items] | |||||||||
Ordinary plus preferred shares outstanding (in Shares) | 100,000 | ||||||||
Shares owned by southern ambition limited (in Shares) | 48,999 | ||||||||
Aggregate ordinary shares (in Shares) | 49,000 | ||||||||
Aggregate ordinary shares percentage | 49% | ||||||||
Cumulative preferred shares (in Shares) | 51,000 | ||||||||
Approximately ordinary shares amount (in Dollars) | $ | $ 16,000 | ||||||||
Dividends per share (in Dollars per share) | $ / shares | $ 0.03 | ||||||||
Cumulative unpaid dividends of the preferred shares (in Dollars) | $ | $ 1,700 | $ 1,700 | |||||||
Votes percentage | 99.07% | 99.07% | 99.07% | ||||||
Outstanding shares (in Shares) | 3,857,144 | ||||||||
Ordinary shares (in Shares) | 33,600 | ||||||||
Preferred shares outstanding shares (in Shares) | 21,599 | ||||||||
Preferred shares outstanding shares percentage | 99.07% | ||||||||
Preferred shares (in Shares) | 2,400 | ||||||||
Preferred shares percentage | 0.933% | ||||||||
Acquired majority percentage | 51% | ||||||||
Consideration amount | $ 0 | kr 3,205 | |||||||
Owned subsidiary percentage | 100% | 100% | |||||||
Acquisition purchase price paid amount (in Dollars) | $ | $ 10,000,000 | ||||||||
Mix of cash percentage | 10% | ||||||||
Percentage of restricted ordinary shares | 90% | ||||||||
Restricted ordinary shares (in Shares) | 262,500 | ||||||||
Purchase price of assets (in Dollars) | $ | $ 2,100,000 | ||||||||
Restricted ordinary shares per share (in Dollars per share) | $ / shares | $ 8 | ||||||||
Shenzhen Kewei [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Restricted ordinary shares (in Shares) | 53,571 | ||||||||
Beijing Wanjia [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Acquire equity interest | 100% | 100% | |||||||
Acquisition purchase price paid amount (in Dollars) | $ | $ 8,400,000 | ||||||||
Mix of cash percentage | 10% | ||||||||
Restricted ordinary shares (in Shares) | 94,500 | ||||||||
Restricted ordinary shares percentage | 90% | ||||||||
AI Thailand [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Ordinary shares (in Shares) | 3,799,544 | ||||||||
Owned subsidiary percentage | 98% | 98% | |||||||
AI Malaysia [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Holding Limited [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Proportion of ownership interest in subsidiary | 100% | ||||||||
AI Robotics [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Proportion of ownership interest in subsidiary | 100% | ||||||||
Owned subsidiary percentage | 100% | 100% | 100% | ||||||
AI Hong Kong Limited [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Proportion of ownership interest in subsidiary | 100% | ||||||||
Southern Ambition [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Proportion of ownership interest in subsidiary | 100% | ||||||||
Votes percentage | 95% | 95% | 95% | ||||||
Owned subsidiary percentage | 1% | 1% | |||||||
Horizon Dragon Limited [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Proportion of ownership interest in subsidiary | 100% | ||||||||
Aggregate ordinary shares (in Shares) | 49,000 | ||||||||
Owned subsidiary percentage | 1% | 1% | |||||||
Singapore Agreement [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Acquire equity interest | 100% | ||||||||
Macau Agreement [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Acquire equity interest | 100% | ||||||||
Owned subsidiary percentage | 100% | ||||||||
Malaysia Agreement [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Acquire equity interest | 100% | ||||||||
Consideration amount | $ | $ 1 | ||||||||
AI Robot Service [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | AI Jian [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | AUSTRIA | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | Dubai [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | United kingdom [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | Canada [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | JAPAN | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Robot Service [Member] | Korea (North), Won | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
AI Shenzhen [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Owned subsidiary percentage | 100% | 100% | |||||||
Kewei Agreement [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Acquire equity interest | 100% | ||||||||
Shenzhen Kewei [Member] | |||||||||
Nature of Operations (Details) [Line Items] | |||||||||
Number of shares issued (in Shares) | 262,500 | 262,500 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 28, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Significant Accounting Policies (Details) [Line Items] | |||||
Current loan outstanding | $ 2.5 | ||||
Non current portion of loan outstanding | 13.6 | ||||
Loan aggregate amount | $ 15,914,615 | ||||
Conversion price per share (in Dollars per share) | $ 5.4 | ||||
Convertible note payable | 606,786 | ||||
Underwriting discounts | $ 21,000,000 | ||||
Ordinary shares consolidation authorized and issued, description | On January 31, 2023, the Company completed a 1 for 40 share consolidation of its authorized and issued ordinary shares whereby every forty shares were consolidated into one share. | ||||
Ordinary shares authorized (in Shares) | 300,000,000 | 7,500,000 | |||
Inventories | $ 3,090,283 | ||||
Impairment loss | 1,263,040 | ||||
Impairment loss on robot assets | $ 1,591,766 | ||||
Revenues amount | 16,808,399 | ||||
Revenue from related party | $ 134,123 | ||||
Maximum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.003 | ||||
Ordinary shares authorized (in Shares) | 7,500,000 | ||||
Revenue recognize | |||||
Minimum [Member] | |||||
Significant Accounting Policies (Details) [Line Items] | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.12 | ||||
Ordinary shares authorized (in Shares) | 300,000,000 | ||||
Revenue recognize | $ 428,839 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Currency Exchange Rates Impact | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Thai Baht [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Period End Rate | 0.0283 | 0.0289 | |
Average Rate | 0.0293 | 0.0295 | |
Hong Kong Dollar [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Period End Rate | 0.1282 | 0.1282 | |
Average Rate | 0.1282 | 0.1282 | |
Chinese Renminbi [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Period End Rate | 0.1379 | 0.1447 | |
Average Rate | 0.1444 | 0.1544 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Disaggregation Information of Revenue by Service Type - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 18,413,292 | $ 16,942,522 | |
Percentage of Total Revenue | 100% | 100% | |
Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 5,988,087 | $ 5,377,474 | |
Percentage of Total Revenue | 32.50% | 31.80% | |
Cash-In-Transit - Dedicated Vehicle to Banks (CIT DV) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 1,961,464 | $ 2,135,199 | |
Percentage of Total Revenue | 10.70% | 12.60% | |
ATM Management [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 3,895,708 | $ 4,731,015 | |
Percentage of Total Revenue | 21.20% | 27.90% | |
Cash Processing (CPC) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 1,613,933 | $ 1,410,902 | |
Percentage of Total Revenue | 8.80% | 8.30% | |
Cash Center Operations (CCT) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 958,760 | $ 1,202,214 | |
Percentage of Total Revenue | 5.20% | 7.10% | |
Consolidate Cash Center (CCC) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 395,105 | $ 225,513 | |
Percentage of Total Revenue | 2.10% | 1.30% | |
Cheque Center Service (CDC) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 4,729 | ||
Percentage of Total Revenue | 0.05% | ||
Others [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | [1] | $ 4,332 | $ 4,399 |
Percentage of Total Revenue | [1] | 0.02% | 0.05% |
Cash Deposit Management Solutions (GDM) [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 1,125,767 | $ 869,102 | |
Percentage of Total Revenue | 6.10% | 5.10% | |
Robotic AI solutions [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 440,229 | $ 719,041 | |
Percentage of Total Revenue | 2.40% | 4.20% | |
Information security [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 407,689 | $ 262,934 | |
Percentage of Total Revenue | 2.20% | 1.60% | |
General security solutions [Member] | |||
Disclosure of Significant Accounting Policies [Abstract] | |||
Total | $ 1,622,218 | ||
Percentage of Total Revenue | 8.80% | ||
[1] Others include primarily revenue from express cash and coin processing services. |
Business Combinations (Details)
Business Combinations (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Handshake [Member] | |
Business Combinations (Details) [Line Items] | |
Impairment losses | $ 329,534 |
Guangzhou GFAI [Member] | |
Business Combinations (Details) [Line Items] | |
Impairment losses | $ 933,506 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Purchase Price Allocation - Business Combimations [Member] - USD ($) | 1 Months Ended | ||||
Jun. 22, 2022 | Mar. 22, 2022 | Feb. 09, 2022 | Jan. 20, 2022 | Mar. 25, 2021 | |
Business Combinations (Details) - Schedule of Purchase Price Allocation [Line Items] | |||||
Cash and cash equivalents | $ 38,342 | $ 2,187 | $ 21,038 | $ 12,500 | $ 24,276 |
Other current assets | 2,219,318 | 2,393,558 | 4,162 | 32,250 | |
Property, plant and equipment | 20,488 | 2,055,610 | |||
Intangible assets | 1,593,398 | 1,592,783 | |||
Other non-current assets | 203,765 | 23,566 | |||
Current liabilities | (1,681,573) | (4,320,434) | (92,350) | (13,184) | (58,297) |
Goodwill | 411,862 | 1,867,009 | 70,355 | 685 | 329,534 |
Total purchase price | $ 2,805,600 | $ 3,614,279 | $ 3,205 | $ 1 | $ 327,763 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - Schedule of Cash Equivalents and Restricted Cash - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Cash Equivalents and Restricted Cash [Abstract] | |||
Cash on hand | $ 465,853 | $ 471,408 | |
Cash in bank | 24,272,524 | 6,459,231 | |
Subtotal | 24,783,377 | 6,930,639 | |
Restricted cash – current | [1] | 17,059 | |
Restricted cash – non-current | [2] | 1,274,956 | 1,300,005 |
Cash, cash equivalents, and restricted cash | $ 26,030,392 | $ 8,230,644 | |
[1]During the six months ended June 30, 2023, with regards to various labor-related lawsuits in the PRC, the PRC Court issued an order to freeze one of the Company’s bank accounts which restricted or prohibited the transfer and use of deposited funds by the Company. The sum will be released when the Company has paid to satisfy the claims.[2]The non-current restricted cash represents cash pledged with a local bank in Thailand as collateral for bank guarantees issued by those banks in respect of the Company’s Cash-In-Transit projects. |
Inventories (Details)
Inventories (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory [Abstract] | ||
Inventories | $ 3,090,283 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventories (Details) - Schedule of Inventories [Line Items] | ||
Inventories | $ 1,636,245 | $ 5,105,770 |
Robots at warehouse [Member] | ||
Inventories (Details) - Schedule of Inventories [Line Items] | ||
Inventories | 4,976,219 | 5,553,859 |
Robots in transit [Member] | ||
Inventories (Details) - Schedule of Inventories [Line Items] | ||
Inventories | 46,950 | |
Security equipment [Member] | ||
Inventories (Details) - Schedule of Inventories [Line Items] | ||
Inventories | 415,036 | 494,793 |
Impairment provision for inventories [Member] | ||
Inventories (Details) - Schedule of Inventories [Line Items] | ||
Inventories | $ (3,801,960) | $ (942,882) |
Trade Receivables, Net (Details
Trade Receivables, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Trade Receivables, Net [Abstract] | ||
Doubtful accounts | $ 45,932 |
Trade Receivables, Net (Detai_2
Trade Receivables, Net (Details) - Schedule of Trade Receivable - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Trade Receivable [Abstract] | ||
Trade receivable | $ 5,160,600 | $ 5,392,720 |
(Impairment provision) recovery of doubtful accounts | (32,602) | 7,466 |
Trade receivable, net | $ 5,127,998 | $ 5,400,186 |
Withholding Tax Receivable (Det
Withholding Tax Receivable (Details) $ in Millions | 6 Months Ended | |||||
Jul. 12, 2023 USD ($) | Jul. 12, 2023 THB (฿) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 THB (฿) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Withholding Tax Receivable [Abstract] | ||||||
Tax refund | $ 0.5 | ฿ 959,514 | $ 1.6 | ฿ 107,574 | ||
Total tax refund | 0.8 | ฿ 188,153 | 1 | ฿ 312,291 | ||
Wrote off | $ 0.3 | 0.6 | ||||
Withholding taxes receivable | $ 0.1 | $ 0.3 | ||||
Allowance balance | $ 1.2 | $ 0.9 |
Withholding Tax Receivable (D_2
Withholding Tax Receivable (Details) - Schedule of Withholding Tax Receivables - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Withholding Tax Receivables [Abstract] | ||
Balance at January 1, | $ 2,691,096 | $ 3,531,953 |
Addition | 401,941 | 381,966 |
Collection | (1,045,061) | |
Write off/ Allowance for uncollectible | (561,277) | (263,340) |
Exchange difference | (73,713) | (153,902) |
Balance at June 30, | $ 2,458,047 | $ 2,451,616 |
Withholding Tax Receivable (D_3
Withholding Tax Receivable (Details) - Schedule of Current and Non Current Portion of Tax Receivables - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Current and Non Current Portion of Tax Receivables [Abstract] | ||
Current portion | $ 536,974 | $ 757,024 |
Non-current portion | 1,921,073 | 1,934,072 |
Withholding taxes receivables, net | $ 2,458,047 | $ 2,691,096 |
Other Receivables (Details)
Other Receivables (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Other Receivables [Abstract] | |
Doubtful accounts | $ 815,887 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of Other Receivables - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Receivables [Abstract] | ||
Cash advance to a third-party vendor | $ 778,724 | $ 817,564 |
Impairment provision for other receivables | (778,724) | |
Total other receivable | $ 817,564 |
Other Current and Other Non-C_3
Other Current and Other Non-Current Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Other Current and Other Non-Current Assets [Abstract] | ||
Allowance for doubtful accounts | $ 8,589 |
Other Current and Other Non-C_4
Other Current and Other Non-Current Assets (Details) - Schedule of Other Current and Other Non-Current Assets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Other Current And Other Non Current Assets Abstract | ||
Input VAT and other taxes receivable | $ 314,855 | $ 293,429 |
Prepayments – office and warehouse rental | 1,240,967 | 780,279 |
Prepayments - insurance | 375,985 | 106,167 |
Prepayments - others | 166,165 | 91,926 |
Uniforms | 14,781 | 24,699 |
Tools and supplies | 152,035 | 155,642 |
Deferred costs | 90,555 | 219,782 |
Cash advances to employees | 25,375 | 71,084 |
Other current assets | 2,380,718 | 1,743,008 |
Deposits | 397,030 | 437,602 |
Deferred costs | 9,720 | |
Other non-current assets | $ 397,030 | $ 447,322 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,057,117 | $ 1,460,187 |
Impairment loss | 1,591,766 | |
Net book value | $ 695,000 | $ 1,145,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cost | |||
Cost, Beginning balance | $ 38,064,952 | $ 37,326,178 | |
Acquisitions through business combinations | 2,917,702 | ||
Additions | 906,619 | 2,641,812 | |
Disposals | (363,211) | (709,376) | |
Exchange differences | (796,529) | (2,138,852) | |
Impairment of fixed assets | (1,591,766) | ||
Cost, Ending balance | 36,220,065 | 40,037,464 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 29,998,191 | 27,428,877 | |
Acquisitions through business combinations | 841,603 | ||
Depreciation charged for the period | 1,153,837 | 1,574,030 | |
Disposals | (325,864) | (459,024) | |
Exchange differences | (624,507) | (1,567,498) | |
Accumulated Depreciation, Ending balance | 30,201,657 | 27,817,988 | |
Net book value | |||
Net book value | 6,018,408 | 12,219,476 | $ 8,066,761 |
Leasehold improvements [Member] | |||
Cost | |||
Cost, Beginning balance | 3,146,864 | 3,239,683 | |
Acquisitions through business combinations | |||
Additions | 26,342 | ||
Disposals | (104,773) | (101,834) | |
Exchange differences | (60,518) | (173,963) | |
Impairment of fixed assets | |||
Cost, Ending balance | 2,981,573 | 2,990,228 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 2,577,341 | 2,693,472 | |
Acquisitions through business combinations | |||
Depreciation charged for the period | 48,922 | 51,903 | |
Disposals | (108,213) | (99,439) | |
Exchange differences | (48,443) | (146,005) | |
Accumulated Depreciation, Ending balance | 2,469,607 | 2,499,931 | |
Net book value | |||
Net book value | 511,966 | 490,298 | |
Machinery and equipment [Member] | |||
Cost | |||
Cost, Beginning balance | 4,868,015 | 5,108,501 | |
Acquisitions through business combinations | |||
Additions | 1,750 | 18,698 | |
Disposals | (105,939) | (7,437) | |
Exchange differences | (95,521) | (281,325) | |
Impairment of fixed assets | |||
Cost, Ending balance | 4,668,305 | 4,838,437 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 4,748,031 | 4,906,277 | |
Acquisitions through business combinations | |||
Depreciation charged for the period | 34,180 | 57,623 | |
Disposals | (109,514) | (7,396) | |
Exchange differences | (90,705) | (271,901) | |
Accumulated Depreciation, Ending balance | 4,581,992 | 4,684,603 | |
Net book value | |||
Net book value | 86,313 | 153,834 | |
Office decoration and equipment [Member] | |||
Cost | |||
Cost, Beginning balance | 5,354,351 | 5,412,444 | |
Acquisitions through business combinations | 205,070 | ||
Additions | 6,964 | 18,603 | |
Disposals | (48,955) | (15,463) | |
Exchange differences | (106,807) | (298,630) | |
Impairment of fixed assets | |||
Cost, Ending balance | 5,205,553 | 5,322,024 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 4,889,742 | 4,799,149 | |
Acquisitions through business combinations | 184,364 | ||
Depreciation charged for the period | 87,164 | 96,235 | |
Disposals | (44,542) | (15,432) | |
Exchange differences | (101,287) | (268,318) | |
Accumulated Depreciation, Ending balance | 4,831,077 | 4,795,998 | |
Net book value | |||
Net book value | 374,476 | 526,026 | |
Vehicles [Member] | |||
Cost | |||
Cost, Beginning balance | 15,518,987 | 16,233,868 | |
Acquisitions through business combinations | 141,619 | ||
Additions | 80,350 | ||
Disposals | (47,155) | (344,818) | |
Exchange differences | (353,552) | (880,949) | |
Impairment of fixed assets | |||
Cost, Ending balance | 15,118,280 | 15,230,070 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 13,493,656 | 13,447,168 | |
Acquisitions through business combinations | 136,723 | ||
Depreciation charged for the period | 263,962 | 416,775 | |
Disposals | (48,748) | (330,993) | |
Exchange differences | (275,519) | (742,974) | |
Accumulated Depreciation, Ending balance | 13,433,351 | 12,926,699 | |
Net book value | |||
Net book value | 1,684,929 | 2,303,371 | |
Assets under construction [Member] | |||
Cost | |||
Cost, Beginning balance | 33,222 | 248,686 | |
Acquisitions through business combinations | |||
Additions | |||
Disposals | (211,659) | ||
Exchange differences | (652) | (4,472) | |
Impairment of fixed assets | |||
Cost, Ending balance | 32,570 | 32,555 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | |||
Acquisitions through business combinations | |||
Depreciation charged for the period | |||
Disposals | |||
Exchange differences | |||
Accumulated Depreciation, Ending balance | |||
Net book value | |||
Net book value | 32,570 | 32,555 | |
GDM machines [Member] | |||
Cost | |||
Cost, Beginning balance | 1,948,698 | 1,713,926 | |
Acquisitions through business combinations | |||
Additions | 624,126 | 318,905 | |
Disposals | (15,892) | ||
Exchange differences | (38,238) | (107,391) | |
Impairment of fixed assets | |||
Cost, Ending balance | 2,534,586 | 1,909,548 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 1,230,247 | 891,378 | |
Acquisitions through business combinations | |||
Depreciation charged for the period | 202,983 | 188,620 | |
Disposals | (5,303) | ||
Exchange differences | (30,774) | (56,970) | |
Accumulated Depreciation, Ending balance | 1,402,456 | 1,017,725 | |
Net book value | |||
Net book value | 1,132,130 | 891,822 | |
Robots [Member] | |||
Cost | |||
Cost, Beginning balance | 7,194,815 | 5,369,070 | |
Acquisitions through business combinations | 2,571,013 | ||
Additions | 273,779 | 2,178,914 | |
Disposals | (56,389) | (12,273) | |
Exchange differences | (141,241) | (392,122) | |
Impairment of fixed assets | (1,591,766) | ||
Cost, Ending balance | 5,679,198 | 9,714,602 | |
Accumulated Depreciation | |||
Accumulated Depreciation, Beginning balance | 3,059,174 | 691,433 | |
Acquisitions through business combinations | 520,516 | ||
Depreciation charged for the period | 516,626 | 762,874 | |
Disposals | (14,847) | (461) | |
Exchange differences | (77,779) | (81,330) | |
Accumulated Depreciation, Ending balance | 3,483,174 | 1,893,032 | |
Net book value | |||
Net book value | $ 2,196,024 | $ 7,821,570 |
Right-of-Use Assets and Opera_3
Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Right-of-Use Assets and Operating Lease Liabilities (Details) [Line Items] | ||
Weighted average lease liabilities percentage | 3.52% | |
Interest expense | $ 58,602 | $ 41,211 |
Depreciation expense related to right-of-use assets | $ 1,026,316 | $ 1,064,623 |
Bottom of range [member] | ||
Right-of-Use Assets and Operating Lease Liabilities (Details) [Line Items] | ||
Weighted average lease liabilities percentage | 3.49% | |
Top of range [member] | ||
Right-of-Use Assets and Operating Lease Liabilities (Details) [Line Items] | ||
Weighted average lease liabilities percentage | 5% |
Right-of-Use Assets and Opera_4
Right-of-Use Assets and Operating Lease Liabilities (Details) - Schedule of Carrying Amounts of Right-of-Use Assets - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Carrying Amounts of Right of Use Assets [Abstract] | ||
Balance at January 1, | $ 4,171,409 | $ 2,364,993 |
New leases | 271,004 | 804,500 |
New leases acquired through business combinations | 167,597 | |
Depreciation expense | (1,042,981) | (1,095,227) |
Exchange difference | (75,562) | (108,566) |
Balance at June 30, | $ 3,323,870 | $ 2,133,297 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Intangible Assets [Abstract] | ||
Amortization expense of intangible assets | $ 535,568 | $ 172,568 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cost | ||
Balance at beginning | $ 7,657,621 | $ 907,304 |
Acquisitions through business combinations | 3,471,614 | |
Additions | 1,792,841 | 3,082,880 |
Exchange differences | (433,045) | (53,480) |
Balance at ending | 9,017,417 | 7,408,318 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 1,864,478 | 742,988 |
Acquisitions through business combinations | 285,433 | |
Amortization charged for the period | 535,568 | 172,568 |
Exchange differences | (337,096) | (41,944) |
Balance at ending | 2,062,950 | 1,159,045 |
Net book value | ||
Net book value | 6,954,467 | 6,249,273 |
Computer software [member] | ||
Cost | ||
Balance at beginning | 887,745 | 907,304 |
Acquisitions through business combinations | ||
Additions | 1,761 | |
Exchange differences | (17,419) | (49,955) |
Balance at ending | 870,326 | 859,110 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 767,168 | 742,988 |
Acquisitions through business combinations | ||
Amortization charged for the period | 26,139 | 25,290 |
Exchange differences | (15,908) | (41,944) |
Balance at ending | 777,399 | 726,334 |
Net book value | ||
Net book value | 92,927 | 132,776 |
Right-of-use Platform [Member] | ||
Cost | ||
Balance at beginning | 673,029 | |
Acquisitions through business combinations | 733,311 | |
Additions | ||
Exchange differences | (31,974) | |
Balance at ending | 641,055 | 733,311 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 50,477 | |
Acquisitions through business combinations | ||
Amortization charged for the period | 33,582 | 17,951 |
Exchange differences | (3,927) | |
Balance at ending | 80,132 | 17,951 |
Net book value | ||
Net book value | 560,923 | 715,360 |
Customer base [Member] | ||
Cost | ||
Balance at beginning | 1,042,110 | |
Acquisitions through business combinations | 1,120,688 | |
Additions | ||
Exchange differences | (49,509) | |
Balance at ending | 992,601 | 1,120,688 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 405,868 | |
Acquisitions through business combinations | ||
Amortization charged for the period | 201,013 | 129,327 |
Exchange differences | (28,438) | |
Balance at ending | 578,443 | 129,327 |
Net book value | ||
Net book value | 414,158 | 991,361 |
Technical know-how [Member] | ||
Cost | ||
Balance at beginning | 499,344 | |
Acquisitions through business combinations | 514,968 | |
Additions | ||
Exchange differences | (23,723) | |
Balance at ending | 475,621 | 514,968 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 28,405 | |
Acquisitions through business combinations | ||
Amortization charged for the period | 28,346 | |
Exchange differences | (2,641) | |
Balance at ending | 54,110 | |
Net book value | ||
Net book value | 421,511 | 514,968 |
Security Surveillance system [Member] | ||
Cost | ||
Balance at beginning | 1,360,898 | |
Acquisitions through business combinations | 1,102,647 | |
Additions | 195,087 | |
Exchange differences | (306,604) | |
Balance at ending | 1,249,381 | 1,102,647 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | 612,560 | |
Acquisitions through business combinations | 285,433 | |
Amortization charged for the period | 63,817 | |
Exchange differences | (286,182) | |
Balance at ending | 390,195 | 285,433 |
Net book value | ||
Net book value | 859,186 | 817,214 |
Assets under construction Cash Management Systems [Member] | ||
Cost | ||
Balance at beginning | 194,495 | |
Acquisitions through business combinations | ||
Additions | 81,119 | |
Exchange differences | (3,816) | (3,525) |
Balance at ending | 190,679 | 77,594 |
Transfer | ||
Accumulated amortization | ||
Balance at beginning | ||
Acquisitions through business combinations | ||
Amortization charged for the period | ||
Exchange differences | ||
Balance at ending | ||
Net book value | ||
Net book value | 190,679 | 77,594 |
Assets under construction Intelligent Cloud Platform [Member] | ||
Cost | ||
Balance at beginning | 3,000,000 | |
Acquisitions through business combinations | ||
Additions | 3,000,000 | |
Exchange differences | ||
Balance at ending | 178,118 | 3,000,000 |
Transfer | (2,821,882) | |
Accumulated amortization | ||
Balance at beginning | ||
Acquisitions through business combinations | ||
Amortization charged for the period | ||
Exchange differences | ||
Balance at ending | ||
Net book value | ||
Net book value | 178,118 | 3,000,000 |
Intelligent Cloud Platforms [Member] | ||
Cost | ||
Balance at beginning | ||
Acquisitions through business combinations | ||
Additions | 1,597,754 | |
Exchange differences | ||
Balance at ending | 4,419,636 | |
Transfer | 2,821,882 | |
Accumulated amortization | ||
Balance at beginning | ||
Acquisitions through business combinations | ||
Amortization charged for the period | 182,671 | |
Exchange differences | ||
Balance at ending | 182,671 | |
Net book value | ||
Net book value | $ 4,236,965 |
Trade and Other payables and _3
Trade and Other payables and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Trade and Other payables and Other Current Liabilities [Abstract] | ||
Provision for penalty claims | $ 7,108 | $ 11,800 |
Trade and Other payables and _4
Trade and Other payables and Other Current Liabilities (Details) - Schedule of Trade and Other Payables and Other Current Liabilities - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Trade and Other Payables and Other Current Liabilities [Abstract] | |||
Trade payables – third parties | $ 2,596,576 | $ 2,060,856 | |
Accrued salaries and bonus | 454,218 | 515,758 | |
Accrued customer claims, cash loss and shortage | [1] | 15,044 | 57,381 |
Trade and other payables | 3,065,838 | 2,633,995 | |
Output VAT | 74,171 | 118,125 | |
Accrued expenses | 389,318 | 522,059 | |
Payroll payable | 1,776,907 | 979,027 | |
Other payables | 168,052 | 289,494 | |
Deferred revenue | 428,839 | 568,664 | |
Other current liabilities | $ 2,837,287 | $ 2,477,369 | |
[1] Includes a provision for penalty for failure to meet performance indicators as stipulated in certain customer contracts for approximately $7,108 and $11,800 as of June 30, 2023 and 2022, respectively. |
Borrowings (Details)
Borrowings (Details) $ / shares in Units, ฿ in Millions | 6 Months Ended | ||||
Sep. 28, 2023 USD ($) $ / shares | Apr. 25, 2018 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 THB (฿) | |
Borrowings (Details) [Line Items] | |||||
Borrowings mature | Jul. 29, 2023 | Jul. 29, 2023 | |||
Borrowings mature | Apr. 07, 2025 | ||||
Interest expense | $ 411,270 | $ 400,920 | |||
Unused bank overdraft | $ 283,000 | ฿ 10 | |||
Loan principal amount | $ 13,420,000 | ||||
Percentage of interest | 4% | 4% | |||
Borrowings description | In accordance with the terms of the Agreements, the Company is required to pay the full principal amount of the Loan, along with accrued interest, on December 31, 2024 and the Company is not required to make monthly payments on this obligation. | ||||
Loan aggregate amount | $ 15,914,615 | ||||
Conversion price (in Dollars per share) | $ / shares | $ 5.4 | ||||
TH [Member] | |||||
Borrowings (Details) [Line Items] | |||||
Interest expense | $ 33,394 | $ 33,745 | |||
Maximum [Member] | |||||
Borrowings (Details) [Line Items] | |||||
Percentage of carry interest rates | 4.72% | 4.72% | |||
Minimum [Member] | |||||
Borrowings (Details) [Line Items] | |||||
Percentage of carry interest rates | 4.69% | 4.69% |
Borrowings (Details) - Schedule
Borrowings (Details) - Schedule of Borrowings - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Borrowings [Abstract] | ||
Current portion of long-term bank borrowings | $ 1,039,988 | $ 947,559 |
Current portion of long-term third-party borrowing | 2,469,721 | 2,234,057 |
Long-term bank borrowings | 138,212 | 432,179 |
Long-term third-party borrowing | 13,589,362 | 13,467,639 |
Total borrowings | $ 17,237,283 | $ 17,081,434 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Apr. 19, 2023 | Apr. 17, 2023 | Jun. 30, 2023 | Oct. 25, 2022 | |
Convertible Note Payable [Abstract] | ||||
Principal amount | $ 1,707,500 | |||
Interest rate | 8% | |||
Investor, description | Subject to the occurrence of any triggering events as defined in the Note, the Investor shall have the right to increase the balance of the Note by 5% or 10%. | |||
Investor percentage | 120% | |||
Convert amount | $ 1,238,400 | |||
Conversion price per share (in Dollars per share) | $ 7.2 | |||
Restricted ordinary shares issued (in Shares) | 172,000 | |||
Outstanding amount | $ 534,744 | |||
Interest expense | $ 65,644 |
Finance Lease Liabilities (Deta
Finance Lease Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finance Lease Liabilities [Abstract] | ||
Interest expense | $ 15,987 | $ 30,942 |
Finance Lease Liabilities (De_2
Finance Lease Liabilities (Details) - Schedule of Finance Lease Liabilities - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Finance Lease Liabilities [Abstract] | ||
Current portion | $ 200,383 | $ 398,136 |
Non-current portion | 229,747 | 233,550 |
Finance lease liabilities | $ 430,130 | $ 631,686 |
Finance Lease Liabilities (De_3
Finance Lease Liabilities (Details) - Schedule of Minimum Lease Payments Under Finance Lease Agreements - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Minimum Lease Payments Under Finance Lease Agreements [Abstract] | ||
Within 1 year | $ 212,173 | $ 423,514 |
After 1 year but within 5 years | 248,490 | 253,448 |
Less: Finance charges | (30,533) | (45,276) |
Present value of finance lease liabilities, net | $ 430,130 | $ 631,686 |
Finance Lease Liabilities (De_4
Finance Lease Liabilities (Details) - Schedule of Finance Lease Assets Comprise Primarily Vehicles and Office Equipment - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Finance Lease Assets Comprise Primarily Vehicles and Office Equipment [Abstract] | ||
Cost | $ 1,540,416 | $ 1,571,075 |
Less: Accumulated depreciation | (618,097) | (564,844) |
Net book value | $ 922,319 | $ 1,006,231 |
Taxation (Details)
Taxation (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Taxation [Abstract] | ||
VAT service percentage | 7% | |
Value added tax for goods delivered and rental provided | 13% | |
Value added tax for services provided | 6% | |
Value added tax for construction projects | 9% | |
Valuation allowances (in Dollars) | $ 874,431 |
Provision for Employee Benefi_3
Provision for Employee Benefits (Details) - Schedule of Retired Benefit Plan - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Retired Benefit Plan [Abstract] | |||
Defined benefit obligations at January 1, | $ 4,849,614 | $ 5,819,132 | |
Estimate for the six months period | [1] | (74,552) | (348,418) |
Defined benefit obligations at June 30, | $ 4,775,062 | $ 5,470,714 | |
[1] The estimate represents the difference between the Company’s estimated defined benefit obligations based on employees’ past service and expected future salary at the beginning of the fiscal year and the end of the six months period. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||||||||
May 12, 2023 | May 05, 2023 | Mar. 08, 2023 | Mar. 01, 2023 | Apr. 19, 2023 | Feb. 17, 2023 | Feb. 13, 2023 | Jun. 16, 2022 | Jun. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.12 | $ 0.12 | |||||||||
Ordinary shares authorized | 300,000,000 | 7,500,000 | |||||||||
Fractional shares canceled | 2,339 | ||||||||||
Restricted ordinary shares issued | 172,000 | ||||||||||
Warrants outstanding | 2,013,759 | ||||||||||
Warrants issued | 2,013,759 | ||||||||||
Warrants description | the Company issued a Notice regarding Adjustment of Exercise Price (for Public Warrants) after share consolidation to the Company’s public warrant holders. | ||||||||||
Additional share | 387,090 | 258,064 | |||||||||
Offering price (in Dollars per share) | $ 4.65 | $ 4.65 | |||||||||
Gross proceeds (in Dollars) | $ 13.8 | $ 9.2 | |||||||||
Warrants [Member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Warrants shares | 128,901 | ||||||||||
Warrants description | As a result of the share consolidation, the exercise price under the public warrant was proportionately increased from $0.16 to $6.40, the exercise price under the private warrant was proportionately increased from $0.18 to $7.20. If any holder exercises one warrant, one-40th (1/40) ordinary share will be received in cash (by Cash in Lieu), holders must exercise at least 40 warrants to receive 1 ordinary share. | ||||||||||
Over-Allotment Options [Member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Ordinary shares, issued | 2,580,600 | 1,720,430 | |||||||||
Bottom of range [member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.003 | ||||||||||
Ordinary shares authorized | 300,000,000 | ||||||||||
Top of range [member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Ordinary share par value (in Dollars per share) | $ 0.12 | ||||||||||
Ordinary shares authorized | 7,500,000 | ||||||||||
Beijing Wanjia [Member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Equity interests rate | 100% | ||||||||||
Seven Kewei Group companies [Member] | |||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||
Returned and cancelled shares | 243,000 | ||||||||||
Total shares issued deposit | 262,500 |
Selling, Distribution and Adm_3
Selling, Distribution and Administrative Expenses (Details) - Schedule of Administrative Expenses - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Schedule of Administrative Expenses [Abstract] | |||
Staff expense | $ 3,602,127 | $ 2,988,331 | |
Rental expense | 345,026 | 77,999 | |
Depreciation and amortization expense | 1,251,359 | 1,176,705 | |
Utilities expense | 53,015 | 30,021 | |
Travelling and entertainment expense | 135,186 | 216,633 | |
Marketing expense | 150,203 | 228,054 | |
Professional fees | 774,553 | 1,262,085 | |
Repairs and maintenance | 35,298 | 26,835 | |
Employee benefits | 29,316 | 228,506 | |
Research and development expense | 95,322 | 68,946 | |
Other expenses | [1] | 510,255 | 673,881 |
Selling ,distribution and administrative expenses | $ 6,981,660 | $ 6,977,996 | |
[1] Other expenses mainly comprised of office expenses, stamp duties, training costs, transportation costs for robots, etc. |
Legal Reserve (Details)
Legal Reserve (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Legal Reserve [Abstract] | ||
Percentage of legal reserve | 5% | |
Dividend distribution percentage | 10% | |
Legal reserve (in Dollars) | $ 223,500 | $ 223,500 |
After tax profits, percentage | 10% | |
PRC entity registered capital, percentage | 50% |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 USD ($) | Feb. 13, 2023 USD ($) shares | May 25, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 CNY (¥) | Jun. 30, 2022 USD ($) | May 24, 2022 | Sep. 09, 2020 USD ($) | Apr. 17, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Amounts due prepayments | $ 4,481,346 | |||||||||||
Purchase from a related party | 1,062,809 | |||||||||||
Related party receivables | $ 1,500,000 | $ 1,500,000 | 1,500,000 | |||||||||
Equity interests, percentage | 100% | |||||||||||
Acquisition purchase price | $ 21,600,000 | |||||||||||
Acquisition cash percentage | 10% | |||||||||||
Restricted ordinary shares percentage | 90% | |||||||||||
Deposit paid | 4,860,000 | |||||||||||
Shareholder's amount | $ 291,000 | ¥ 2,000,000 | ||||||||||
Comprised advance | 195,398 | |||||||||||
Accrued interests | 227,786 | |||||||||||
Trade payable | 2,590,621 | |||||||||||
Expense paid for related party | 22,173 | |||||||||||
Borrowed amount | $ 413,500 | $ 2,735,000 | $ 1,499,998 | |||||||||
Principal loan amount | 18,346 | |||||||||||
Purchase robots amounting | 229,162 | |||||||||||
Placing purchase orders | 50,927 | |||||||||||
Returned robots amounting | 138,520 | |||||||||||
Contract amount | $ 3,000,000 | |||||||||||
Shenzhen Kewei Robot Technology Co., Limited [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Restricted ordinary shares (in Shares) | shares | 243,000 | |||||||||||
Restricted ordinary shares amounting | $ 4,860,000 | |||||||||||
Guardforce Holdings (HK) Limited [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Agreement description | As of December 31, 2022, the outstanding balance of this loan was $2,735,000. The loan is unsecured and bears an interest rate at 2%. The loan was due on April 16, 2023 and was verbally agreed to extend with the same terms and conditions until this loan is scheduled to be settled in late 2023. | |||||||||||
Interest expenses on loan | $ 25,570 | $ 27,350 | ||||||||||
Principal loan amount | 1,068,154 | |||||||||||
Guardforce Holdings (HK) Limited One [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Agreement description | The loan is unsecured and it bears interest at 2%. The loan is due on September 8, 2023. | |||||||||||
Interest expenses on loan | $ 3,446 | 4,135 | ||||||||||
Principal loan amount | $ 413,500 | |||||||||||
Guardforce Holdings (HK) Limited Two [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Agreement description | As of December 31, 2022, the outstanding balance of this loan was $18,346. The loan is unsecured and it bears an interest rate of 2%. The loan is due on June 30,2025. | |||||||||||
Interest expenses on loan | $ 153 | 770 | ||||||||||
Tu Jingyi [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Agreement description | (c)On September 1, 2018, the Company entered into an agreement with Tu Jingyi whereby Tu Jingyi loaned $1,437,303 (RMB10 million) to the Company. The loan is unsecured with an interest rate at 1.5%. | |||||||||||
Interest expenses on loan | $ 10,780 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | $ 7,716,503 | $ 14,508,873 | |
Guardforce TH Group Company Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 1,749 | 894 |
Guardforce AI Technology Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 423 | 423 |
Guardforce AI Service Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 423 | 423 |
Shenzhen Intelligent Guardforce Robot Technology Co., Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [2] | 5,544,156 | 7,312,883 |
Shareholders’ of Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [3] | 2,160,000 | 7,020,000 |
Nanjing Zhongzhi Yonghao Robot Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 7,297 | |
Nanchang Zongkun Intelligent Technology Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 7,310 | |
Sichuan Qiantu Guardforce Robot Technology Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 3,777 | |
Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 144,737 | |
CSF Mingda Technology Co., Ltd [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | $ 9,752 | $ 11,129 |
[1] Amounts due from these related parties represent business advances for operational purposes. |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | $ 3,703,038 | $ 3,868,691 | |
Tu Jingyi [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [1] | 220,808 | 210,028 |
Guardforce Holdings (HK) Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [2] | 423,184 | 394,016 |
Guardforce Security (Thailand) Company Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [3] | 68,897 | 77,413 |
Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [4] | 2,569,448 | 2,403,555 |
Shenzhen Zhongzhi Yonghao Robot Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | 376,391 | 394,151 | |
Shenzhen Qianban Technology Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [4] | 99,733 | |
Guardforce Security Service (Shanghai) Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [5] | 34,465 | 267,764 |
Shenzhen Guardforce Qiyun Technology Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [5] | 189 | |
Shanghai Yongan Security Alarm System Co., Ltd. [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [5] | 9,650 | 21,842 |
Guardforce Aviation Security Company Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties [Line Items] | |||
Due to related parties | [3] | $ 195 | |
[1] Amounts due to Tu Jingyi represented interest accrued on the respective loans. Amounts due to Guardforce Holdings (HK) Limited comprised of $195,398 advances made and $227,786 accrued interests on the loans. Amounts due to Guardforce Security (Thailand) Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by a related party. Amounts due to Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries comprised of $2,590,621 representing trade payables for the purchase of robots from a related party and $22,173 expense paid on behalf by a related party. Amounts due to related parties represent business advances for operational purposes. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Short-Term Borrowings from Related Parties - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule Of Short Term Borrowings From Related Parties Abstract | |||
Short-term borrowings from related parties | [1] | $ 1,666,846 | $ 3,148,500 |
[1]On April 17, 2020, the Company borrowed $2,735,000 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $2,735,000. The loan is unsecured and bears an interest rate at 2%. The loan was due on April 16, 2023 and was verbally agreed to extend with the same terms and conditions until this loan is scheduled to be settled in late 2023. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $25,570 and $27,350, respectively. This loan is classified as short-term borrowing from a related party. On May 25, 2023, the principal amount of this loan of $1,068,154 was settled under the Netting Arrangement. |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of Long-Term Borrowings from Related Parties - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of Long-Term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related parties | $ 1,437,303 | $ 1,455,649 | |
Guardforce Holdings (HK) Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Long-Term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related parties | [1] | 18,346 | |
Tu Jingyi [Member] | |||
Related Party Transactions (Details) - Schedule of Long-Term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related parties | [2] | $ 1,437,303 | $ 1,437,303 |
[1] On December 31, 2019, the Company borrowed $1,499,998 from Guardforce Holdings (HK) Limited. As of December 31, 2022, the outstanding balance of this loan was $18,346. The loan is unsecured and it bears an interest rate of 2%. The loan is due on June 30,2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $153 and $770, respectively. On May 25, 2023, the principal amount of this loan of $18,346 was settled under the Netting Arrangement. On September 1, 2018, the Company entered into an agreement with Tu Jingyi whereby Tu Jingyi loaned $1,437,303 (RMB10 million) to the Company. The loan is unsecured with an interest rate at 1.5%. The loan is due on June 30, 2025. For the six months ended June 30, 2023 and 2022, interest expense on this loan was $10,780 and $ nil |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | $ 211,066 | $ 10,920,441 | |
Guardforce Security (Thailand) Company Limited [Member] | |||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | [1] | 68,897 | 67,864 |
Guardforce Aviation Security Company Limited [Member] | |||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | [2] | 600 | |
Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases [Member] | |||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | [3] | 7,008,322 | |
Shenzhen Kewei Robot Technology Co., Ltd. – Purchases [Member] | |||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | [3] | 141,569 | 844,255 |
Shenzhen Kewei Robot Technology Co., Limited - ICP [Member] | |||
Service/ Products received from related parties: | |||
Service/ Products received from related parties | [4] | 3,000,000 | |
GF Technovation Company Limited [Member] | |||
Service/ Products delivered to related parties: | |||
Service/ Products delivered to related parties | [5] | $ 134,123 | |
[1] Guardforce Security (Thailand) Company Limited provided security guard services to the Company; Guardforce Aviation Security Company Limited provided escort services to the Company; The Company purchased robots from Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. During the six months ended June 30, 2023, the Company purchased 207 robots amounting to $229,162 through an asset purchase agreement (Note 1) and $50,927 through placing standard purchase orders. In addition, 124 robots amounting to $138,520 were returned by the Company. On February 8, 2022, the Company entered into a Commissioned Development Agreement with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) for the development of a robotics management platform named GFAI Intelligent Cloud Platform V2.0 (“ICP”). The contract amount was $3,000,000 which was paid as a one-time lump sum payment after the execution of the agreement. The Company sold robots and spare parts to GF Technovation Company Limited. |
Consolidated Segment Data (Deta
Consolidated Segment Data (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Consolidated Segment Data (Details) [Line Items] | ||
Non-cash compensation | $ 252,095 |
Consolidated Segment Data (De_2
Consolidated Segment Data (Details) - Schedule of Selected Information by Segment - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | $ 18,413,292 | $ 16,942,522 | |
Foreign exchange losses, net | 169,410 | (197,909) | |
Finance costs: | |||
Finance costs | (584,897) | (410,861) | |
Loss before income tax | (12,975,002) | (6,659,397) | |
Provision for income tax (expense) benefit | (874,431) | 320,183 | |
Net loss for the period | (13,849,433) | (6,339,214) | |
Less: Loss attributable to the non-controlling interest | 30,214 | 32,392 | |
Net loss attributable to equity holders of the Company | (13,819,219) | (6,306,822) | |
Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | (11,884,209) | (5,549,636) | |
Total other income from five segments | 77,765 | 46,859 | |
Secured logistics [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | (1,101,369) | (962,310) | |
Secured logistics [Member] | Foreign exchange losses, net [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Foreign exchange losses, net | (598,053) | (751,622) | |
Secured logistics [Member] | Finance costs [Member] | Operating loss [Member] | |||
Finance costs: | |||
Finance costs | (423,440) | (405,365) | |
Information security [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | (311,916) | (19,041) | |
Information security [Member] | Foreign exchange losses, net [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Foreign exchange losses, net | 432 | 44 | |
Information security [Member] | Finance costs [Member] | Operating loss [Member] | |||
Finance costs: | |||
Finance costs | (6,589) | (1,648) | |
Robotics AI solutions [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | (8,320,982) | (1,977,324) | |
Robotics AI solutions [Member] | Foreign exchange losses, net [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Foreign exchange losses, net | 13,150 | 5,973 | |
General security solutions [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | (542,569) | ||
Corporate and others [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Operating loss | [1] | (1,607,373) | (2,590,961) |
Corporate and others [Member] | Foreign exchange losses, net [Member] | Operating loss [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Foreign exchange losses, net | 810 | (154) | |
Corporate and others [Member] | Finance costs [Member] | Operating loss [Member] | |||
Finance costs: | |||
Finance costs | (154,868) | (3,848) | |
Revenue [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | [2] | 18,413,292 | 16,942,522 |
Revenue [Member] | Secured logistics [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | [2] | 15,943,156 | 15,960,547 |
Revenue [Member] | Information security [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | [2] | 407,689 | 262,934 |
Revenue [Member] | Robotics AI solutions [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | [2] | 440,229 | 719,041 |
Revenue [Member] | General security solutions [Member] | |||
Schedule of Selected Information by Segment [Abstract] | |||
Revenues | [2] | $ 1,622,218 | |
[1] Includes non-cash compensation, legal and professional fees and consultancy fees for the Company. Revenue excludes intercompany sales. |
Consolidated Segment Data (De_3
Consolidated Segment Data (Details) - Schedule of Depreciation and Amortization by Segment - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Depreciation and Amortization by Segment [Abstract] | ||
Total depreciation and amortization | $ 2,436,330 | $ 2,697,378 |
Secured logistics [Member] | ||
Schedule of Depreciation and Amortization by Segment [Abstract] | ||
Total depreciation and amortization | 1,570,069 | 1,887,059 |
Robotics AI solutions [Member] | ||
Schedule of Depreciation and Amortization by Segment [Abstract] | ||
Total depreciation and amortization | 741,548 | 810,319 |
General security solutions [Member] | ||
Schedule of Depreciation and Amortization by Segment [Abstract] | ||
Total depreciation and amortization | $ 124,713 |
Consolidated Segment Data (De_4
Consolidated Segment Data (Details) - Schedule of Total Assets by Segment - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | $ 64,094,702 | $ 61,166,974 |
Secured logistics [Member] | ||
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | 22,854,857 | 25,315,845 |
Information security [Member] | ||
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | 199,259 | 615,517 |
Robotics AI solutions [Member] | ||
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | 17,330,745 | 23,577,547 |
General security solutions [Member] | ||
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | 2,296,882 | 4,260,811 |
Corporate and others [Member] | ||
Schedule of Total Assets by Segment [Abstract] | ||
Total assets | $ 21,412,959 | $ 7,397,254 |
Consolidated Segment Data (De_5
Consolidated Segment Data (Details) - Schedule of Total Non-current Assets by Geographical Segment - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Total Non-current Assets by Geographical Segment [Abstract] | ||
Total non-current assets | $ 21,940,828 | $ 25,903,910 |
Hong Kong and Macau [Member] | ||
Schedule of Total Non-current Assets by Geographical Segment [Abstract] | ||
Total non-current assets | 11,762,228 | 11,234,176 |
Thailand [Member] | ||
Schedule of Total Non-current Assets by Geographical Segment [Abstract] | ||
Total non-current assets | 9,774,623 | 14,223,714 |
Other countries [Member] | ||
Schedule of Total Non-current Assets by Geographical Segment [Abstract] | ||
Total non-current assets | $ 403,977 | $ 446,020 |
Consolidated Segment Data (De_6
Consolidated Segment Data (Details) - Schedule of Total liabilities by Segment - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | $ 39,091,609 | $ 42,034,672 |
Secured logistics [Member] | ||
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | 12,850,116 | 28,789,053 |
Information security [Member] | ||
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | 143,919 | 238,229 |
Robotics AI solutions [Member] | ||
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | 4,477,486 | 4,580,740 |
General security solutions [Member] | ||
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | 1,425,037 | 1,661,469 |
Corporate and others [Member] | ||
Schedule of Total liabilities by segment [Abstract] | ||
Total liabilities | $ 20,195,051 | $ 6,765,181 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Commitments and Contingencies [Line Items] | |
Employment agreements, description | The Company has several employment agreements with executives and directors with the latest expiring in August 2025. All agreements provide for automatic renewal options with varying terms of one year or three years unless terminated by either party. |
Service agreement | 2 years |
Bank guarantees | $ 3,700,000 |
Lawsuits totaling amount | $ 400,593 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Payments for Employment Agreements | Jun. 30, 2023 USD ($) |
Schedule of Future Payments for Employment Agreements [Abstract] | |
2024 | $ 875,472 |
2025 | 740,000 |
2026 | 118,333 |
Total minimum payment required | $ 1,733,805 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Contracted Expenditures Commitments | Jun. 30, 2023 USD ($) | |
Schedule of Contracted Expenditures Commitments [Abstract] | ||
Service fee commitments | $ 56,644 | [1] |
Operating lease commitments | 3,589,243 | [2] |
Purchase commitments | 3,106,786 | [3] |
Total | 6,752,673 | |
Less than 1 year [Member] | ||
Schedule of Contracted Expenditures Commitments [Abstract] | ||
Service fee commitments | 56,644 | [1] |
Operating lease commitments | 1,924,149 | [2] |
Purchase commitments | 3,106,786 | [3] |
Total | 5,087,579 | |
1-3 years [Member] | ||
Schedule of Contracted Expenditures Commitments [Abstract] | ||
Service fee commitments | [1] | |
Operating lease commitments | 1,645,840 | [2] |
Purchase commitments | [3] | |
Total | 1,645,840 | |
4-5 years [Member] | ||
Schedule of Contracted Expenditures Commitments [Abstract] | ||
Service fee commitments | [1] | |
Operating lease commitments | 19,254 | [2] |
Purchase commitments | [3] | |
Total | 19,254 | |
More than 5 years [Member] | ||
Schedule of Contracted Expenditures Commitments [Abstract] | ||
Service fee commitments | [1] | |
Operating lease commitments | [2] | |
Purchase commitments | [3] | |
Total | ||
[1] The Company has engaged Stander Information Company Limited (“Stander”) to provide technical services relating to the cash management systems for the Company’s secure logistics business. The service agreement with Stander comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which expired in August 2023. In August, 2023, the Company renewed the service agreement with Stander for 2 years. From time to time, the Company entered into various short-term lease agreements to rent warehouses and offices. In addition, the Company has various low value items with various lease terms that the Company is committed to pay in the future. AI Hong Kong entered into various purchase agreements with Shenzhen Intelligent Guardforce Robot Technology Co., Limited and Shenzhen Kewei Robot Technology Co., Ltd. to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. As of the date of filing, the Company does not intend to execute these agreements until the robot inventories on hand are being sold. |