Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information Line Items | |
Entity Registrant Name | GUARDFORCE AI CO., LIMITED |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 9,830,373 |
Amendment Flag | false |
Entity Central Index Key | 0001804469 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40848 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | 10 Anson Road |
Entity Address, Address Line Two | #28-01 International Plaza |
Entity Address, Country | SG |
Entity Address, City or Town | Singapore |
Entity Address, Postal Zip Code | 079903 |
Entity Interactive Data Current | Yes |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Auditor Name | PKF Littlejohn LLP |
Auditor Location | London, United Kingdom |
Auditor Firm ID | 2814 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 10 Anson Road |
Entity Address, Address Line Two | #28-01 International Plaza |
Entity Address, Country | SG |
Entity Address, City or Town | Singapore |
Entity Address, Postal Zip Code | 079903 |
Contact Personnel Name | Lei Wang, CEO |
City Area Code | +65 |
Local Phone Number | 6702 1179 |
Contact Personnel Email Address | olivia.wang@guardforceai.com |
Ordinary Shares, par value $0.12 per share | |
Document Information Line Items | |
Trading Symbol | GFAI |
Title of 12(b) Security | Ordinary Shares, par value $0.12 per share |
Security Exchange Name | NASDAQ |
Warrants, No par value | |
Document Information Line Items | |
Trading Symbol | GFAIW |
Title of 12(b) Security | Warrants, No par value |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 20,235,227 | $ 6,930,639 |
Restricted cash | 100,764 | |
Trade receivables | 5,630,805 | 5,400,186 |
Other receivables | 817,564 | |
Other current assets | 1,665,571 | 1,743,008 |
Withholding taxes receivable, net | 607,221 | 757,024 |
Inventories | 506,403 | 5,105,770 |
Amount due from related parties | 2,172,638 | 14,508,873 |
Assets held for sale | 201,963 | |
Total current assets | 31,120,592 | 35,263,064 |
Non-current assets: | ||
Restricted cash | 1,608,762 | 1,300,005 |
Property, plant and equipment | 4,043,725 | 8,066,761 |
Right-of-use assets | 2,688,208 | 4,171,409 |
Intangible assets, net | 2,836,250 | 5,793,143 |
Goodwill | 411,862 | 2,679,445 |
Withholding taxes receivable, net | 1,617,625 | 1,934,072 |
Deferred tax assets, net | 1,085,477 | 1,511,753 |
Other non-current assets | 402,447 | 447,322 |
Total non-current assets | 14,694,356 | 25,903,910 |
Total assets | 45,814,948 | 61,166,974 |
Current liabilities: | ||
Trade and other payables | 3,016,850 | 2,633,995 |
Borrowings | 337,241 | 3,181,616 |
Borrowing from a related party | 3,104,149 | 3,148,500 |
Current portion of operating lease liabilities | 1,239,066 | 1,774,192 |
Current portion of finance lease liabilities, net | 108,597 | 398,136 |
Other current liabilities | 3,171,643 | 2,477,369 |
Amount due to related parties | 2,898,506 | 3,868,691 |
Convertible note payable | 1,730,267 | |
Liabilities directly associated with the assets held for sale | 130,876 | |
Total current liabilities | 14,006,928 | 19,212,766 |
Non-current liabilities: | ||
Borrowings | 44,410 | 13,899,818 |
Operating lease liabilities | 1,455,857 | 2,340,075 |
Borrowings from related parties | 1,455,649 | |
Finance lease liabilities, net | 218,996 | 233,550 |
Other non-current liabilities | 43,200 | |
Provision for employee benefits | 4,935,982 | 4,849,614 |
Total non-current liabilities | 6,655,245 | 22,821,906 |
Total liabilities | 20,662,173 | 42,034,672 |
Equity | ||
Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued and outstanding 9,830,373 shares at December 31, 2023; par value $0.12* authorized 7,500,000 shares, issued and outstanding 1,618,977* shares at December 31, 2022 | 1,179,680 | 194,313 |
Subscription receivable | (50,000) | (50,000) |
Additional paid in capital | 80,983,164 | 46,231,302 |
Legal reserve | 223,500 | 223,500 |
Warrants reserve | 251,036 | 251,036 |
Accumulated deficit | (58,340,675) | (28,769,014) |
Accumulated other comprehensive income | 985,120 | 1,112,494 |
Capital & reserves attributable to equity holders of the Company | 25,231,825 | 19,193,631 |
Non-controlling interests | (79,050) | (61,329) |
Total equity | 25,152,775 | 19,132,302 |
Total liabilities and equity | $ 45,814,948 | $ 61,166,974 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of financial position [abstract] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.12 | $ 0.12 | [1] |
Ordinary shares, shares authorized | 300,000,000 | 7,500,000 | |
Ordinary shares, shares issued | 9,830,373 | 1,618,977 | [1] |
Ordinary shares, shares outstanding | 9,830,373 | 1,618,977 | [1] |
[1] Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Consolidated Statements of Prof
Consolidated Statements of Profit or Loss - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | [1] | Dec. 31, 2021 | [1] | |
Continuing operations: | |||||
Revenue | $ 36,280,502 | $ 33,965,648 | $ 34,668,872 | ||
Cost of sales | (30,889,226) | (30,196,382) | (31,056,994) | ||
Gross profit | 5,391,276 | 3,769,266 | 3,611,878 | ||
Provision for expected credit loss on trade receivables and other receivables | (899,433) | ||||
Allowance for doubtful debts on a related party receivable | (5,637,527) | ||||
Impairment loss on goodwill | (2,267,583) | ||||
Impairment loss on intangible assets | (3,713,551) | ||||
Provision for and write off of withholding taxes receivable | (683,344) | (448,243) | (190,038) | ||
Provision for obsolete inventory | (3,797,552) | (942,882) | [2] | [2] | |
Impairment loss on fixed assets | (3,682,789) | (4,408,037) | |||
Stock-based compensation expense | (1,101,800) | (252,095) | |||
Selling, distribution and administrative expenses | (12,910,475) | (14,544,248) | (7,174,290) | ||
Operating loss | (29,302,778) | (16,826,239) | (3,752,450) | ||
Other income, net | 461,926 | 87,616 | 292,732 | ||
Foreign exchange gains (losses), net | 305,026 | (590,965) | (1,819,661) | ||
Finance costs | (653,374) | (1,141,830) | (984,843) | ||
Loss before income tax from continuing operations | (29,189,200) | (18,471,418) | (6,264,222) | ||
Provision for income tax (expense) benefit | (434,320) | (132,208) | 732,868 | ||
Net loss for the year from continuing operations | (29,623,520) | (18,603,626) | [2] | (5,531,354) | [2] |
Discontinued operations: | |||||
Net profit (loss) for the year from discontinued operations | 34,138 | (62,432) | [2] | 39,700 | [2] |
Net loss for the year | (29,589,382) | (18,666,058) | [2] | (5,491,654) | [2] |
Net loss attributable to non-controlling interests | 17,721 | 101,264 | 9,727 | ||
Net loss attributable to equity holders of the Company | $ (29,571,661) | $ (18,564,794) | $ (5,481,927) | ||
Basic loss attributable to the equity holders of the Company (in Dollars per share) | $ (4.53) | $ (14.97) | [3] | $ (11.9) | [3] |
Basic loss attributable to the equity holders of the Company (in Dollars per share) | $ (4.53) | $ (14.9) | [3] | $ (11.98) | [3] |
Weighted average number of shares used in computation: | |||||
Weighted average number of shares used in computation: Basic (in Shares) | 6,531,918 | 1,239,852 | [3] | 460,719 | [3] |
[1]Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27).[2] Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Consolidated Statements of Pr_2
Consolidated Statements of Profit or Loss (Parentheticals) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | [1],[2] | Dec. 31, 2021 | [1],[2] | |
Profit or loss [abstract] | |||||
Diluted loss attributable to the equity holders of the Company | $ (4.53) | $ (14.97) | $ (11.90) | ||
Diluted loss attributable to the equity holders of the Company | $ (4.53) | $ (14.90) | $ (11.98) | ||
Weighted average number of shares used in computation: diluted (in Shares) | 6,531,918 | 1,239,852 | 460,719 | ||
[1] Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Consolidated Statements of Comprehensive Loss [Abstract] | |||||
Net (loss) for the year | $ (29,589,382) | $ (18,666,058) | [1],[2] | $ (5,491,654) | [1],[2] |
Currency translation differences | (130,860) | (260,682) | (9,915) | ||
Remeasurements of defined benefit plan | 3,486 | 551,649 | 627,193 | ||
Total comprehensive (loss) for the year | (29,716,756) | (18,375,091) | (4,874,376) | ||
Attributable to: | |||||
Equity holders of the Company | (29,697,846) | (18,276,544) | (4,870,410) | ||
Non-controlling interests | (18,910) | (98,547) | (3,966) | ||
Comprehensive income | $ (29,716,756) | $ (18,375,091) | $ (4,874,376) | ||
[1] Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Amount ($0.12 par) | Subscription Receivable | Additional Paid-in Capital | Legal Reserve | Warrants Reserves | Accumulated Other Comprehensive Income | Retained earnings (Deficit) | Non- controlling Interests | Total Equity | |
Balance at Dec. 31, 2020 | $ 52,069 | $ (50,000) | $ 2,082,795 | $ 223,500 | $ 204,249 | $ (4,722,294) | $ 49,663 | $ (2,160,018) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 433,677 | ||||||||
Currency translation adjustments | (9,915) | (9,915) | ||||||||
Stock-based compensation expense (Note 20) | $ 563 | (563) | ||||||||
Stock-based compensation expense (Note 20) (in Shares) | [2] | 4,689 | ||||||||
Remeasurements of defined benefit plan (Note 18) | 627,193 | 627,193 | ||||||||
Issuance of ordinary shares for acquisition of Handshake (Note 3) | $ 131 | 327,632 | 327,763 | |||||||
Issuance of ordinary shares for acquisition of Handshake (Note 3) (in Shares) | [2] | 1,091 | ||||||||
Issuance of ordinary shares for acquisition of AI Singapore (Note 3) | (12,719) | (12,719) | ||||||||
Issuance of ordinary shares through initial public offering (“IPO”) (Note 19) | $ 10,843 | 12,977,028 | 12,987,871 | |||||||
Issuance of ordinary shares through initial public offering (“IPO”) (Note 19) (in Shares) | [2] | 90,309 | ||||||||
Issuance of warrants through initial public offering (“IPO”) (Note 19) | 5,422 | 251,036 | 256,458 | |||||||
Net loss for the year end from continuing operations | (5,502,130) | (29,224) | (5,531,354) | |||||||
Net loss (Profit) for the year end from discontinued operations | 20,204 | 19,496 | 39,700 | |||||||
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 | [2] | 529,766 | ||||||||
Currency translation adjustments | (260,682) | (260,682) | ||||||||
Stock-based compensation expense (Note 20) | $ 840 | 251,255 | 252,095 | |||||||
Stock-based compensation expense (Note 20) (in Shares) | [2] | 7,000 | ||||||||
Cancellation of shares (Note 19) | ||||||||||
Cancellation of shares (Note 19) (in Shares) | [2] | (2) | ||||||||
Remeasurements of defined benefit plan (Note 18) | 551,649 | 551,649 | ||||||||
Issuance of ordinary shares through private placements (see Note 19) | $ 49,978 | 18,225,750 | 18,275,728 | |||||||
Issuance of ordinary shares through private placements (see Note 19) (in Shares) | [2] | 416,483 | ||||||||
Issuance of ordinary shares through exercise of warrants | $ 32,960 | 2,981,751 | 3,014,711 | |||||||
Issuance of ordinary shares through exercise of warrants (in Shares) | [2] | 274,659 | ||||||||
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) | [2] | 148,071 | ||||||||
Issuance of ordinary shares for deposit paid for subsequently terminated acquisitions of subsidiaries subsequently terminated (see Note 19) | $ 29,160 | 4,830,840 | 4,860,000 | |||||||
Issuance of ordinary shares for deposit paid for subsequently terminated acquisitions of subsidiaries subsequently terminated (see Note 19) (in Shares) | [2] | 243,000 | ||||||||
Net loss for the year end from continuing operations | (18,549,500) | (54,126) | (18,603,626) | |||||||
Net loss (Profit) for the year end from discontinued operations | (15,294) | (47,138) | (62,432) | |||||||
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 | [2] | 1,618,977 | ||||||||
Currency translation adjustments | (130,860) | (130,860) | ||||||||
Stock-based compensation expense (Note 20) | 271,800 | 271,800 | ||||||||
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 | |||||||||
Remeasurements of defined benefit plan (Note 18) | 3,486 | 3,486 | ||||||||
Issuance of ordinary shares through exercise of warrants | $ 15,468 | 491,224 | 506,692 | |||||||
Issuance of ordinary shares through exercise of warrants (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 15) | $ 20,640 | 1,217,760 | 1,238,400 | |||||||
Issuance of ordinary shares for a convertible note conversion (Note 15) (in Shares) | 172,000 | |||||||||
Issuance of ordinary shares for a borrowing conversion (Note 14) | $ 353,658 | 15,560,957 | 15,914,615 | |||||||
Issuance of ordinary shares for a borrowing conversion (Note 14) (in Shares) | 2,947,150 | |||||||||
Net loss for the year end from continuing operations | (21,594,240) | (29,280) | (29,623,520) | |||||||
Net loss (Profit) for the year end from discontinued operations | 22,579 | 11,559 | 34,138 | |||||||
Balance at Dec. 31, 2023 | $ 1,179,680 | $ (50,000) | $ 80,983,164 | $ 223,500 | $ 251,036 | $ 985,120 | $ (58,340,675) | $ (79,050) | $ 25,152,775 | |
Balance (in Shares) at Dec. 31, 2023 | 9,830,373 | |||||||||
[1] Giving retroactive effect to the share consolidation on 2021 and 2023 August 20, 2021 and January 31, 2023, respectively, and the outstanding ordinary shares of a par value is automatically converted. Giving retroactive effect to the 2023 share consolidation on January 31, 2023, and the outstanding ordinary shares of a par value is automatically converted. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Cash flows from operating activities | ||||||
Net (loss) from continuing operations | $ (29,623,520) | $ (18,603,626) | [1],[2] | $ (5,531,354) | [1],[2] | |
Net profit (loss) from discontinued operations | 34,138 | (62,432) | [1],[2] | 39,700 | [1],[2] | |
Net (loss) | (29,589,382) | (18,666,058) | [1],[2] | (5,491,654) | [1],[2] | |
Adjustments for: | ||||||
Depreciation | 4,249,646 | 5,365,312 | [1] | 4,981,259 | [1] | |
Amortization of intangible assets | 993,594 | 616,095 | [1] | 51,383 | [1] | |
Provision for obsolete inventories | 3,797,552 | 942,882 | [1],[2] | [1],[2] | ||
Impairment loss on fixed assets | 3,682,789 | 4,408,037 | [1] | [1] | ||
Stock-based compensation expense | 1,101,800 | 252,095 | [1] | [1] | ||
Impairment loss on intangible assets | 3,713,551 | [1] | [1] | |||
Impairment loss on goodwill | 2,267,583 | [1] | [1] | |||
Allowance for doubtful debts on a related party receivable | 5,637,527 | [1] | [1] | |||
Finance costs | 653,460 | 1,083,276 | [1] | 909,093 | [1] | |
Deferred income taxes | 434,315 | 121,169 | [1] | (732,868) | [1] | |
Provision for (Recovery of) expected credit loss on trade receivables and other receivables, net | 899,433 | (7,394) | [1] | [1] | ||
Increase in provision for and write off of withholding tax receivables | 683,344 | 448,243 | [1] | 190,038 | [1] | |
Loss from fixed assets disposal | 208,093 | 24,250 | [1] | 4,438 | [1] | |
Changes in operating assets and liabilities: | ||||||
(Increase) Decrease in trade and other receivables | (312,348) | 428,772 | [1] | (26,740) | [1] | |
Decrease (Increase) in other current assets | (64,759) | (332,188) | [1] | 236,234 | [1] | |
Decrease (Increase) in inventories | 757,518 | (2,876,443) | [1] | (967,994) | [1] | |
Decrease (Increase) in amount due from related parties | 424,979 | (15,725,707) | [1] | 352,432 | [1] | |
Decrease (Increase) in other non-current assets | 33,924 | (151,170) | [1] | (58,431) | [1] | |
Increase (Decrease) in trade and other payables | 622,816 | (18,773) | [1] | (437,086) | [1] | |
(Decrease) Increase in other current liabilities | (258,983) | 947,020 | [1] | 1,944,617 | [1] | |
(Decrease) Increase in amount due to related parties | (970,185) | 3,884,995 | [1] | (361,815) | [1] | |
(Increase) Decrease in withholding taxes receivable | (192,502) | 258,989 | [1] | 88,353 | [1] | |
Increase (Decrease) in provision for employee benefits | 34,534 | (193,639) | [1] | 297,905 | [1] | |
Net cash (used in) generated from operating activities | (1,191,701) | (19,190,237) | [1] | 979,164 | [1] | |
Cash flows from investing activities | ||||||
Acquisition of property, plant and equipment | (2,107,069) | (4,402,394) | [1] | (5,235,480) | [1] | |
Proceeds from disposal of property, plant and equipment | 5,235 | [1] | [1] | |||
Acquisition of intangible assets | (18,476) | (3,242,537) | [1] | (13,235) | [1] | |
Acquisition of subsidiaries, net of cash acquired | (1,765,933) | [1] | 24,276 | [1] | ||
Net cash used in investing activities | (2,125,545) | (9,405,629) | [1] | (5,224,439) | [1] | |
Cash flows from financing activities | ||||||
Proceeds from issue of shares | 20,867,386 | 20,346,353 | [1] | 13,244,329 | [1] | |
Proceeds from exercise of warrants | 506,692 | 3,014,710 | [1] | [1] | ||
Proceeds from a convertible note | 1,500,000 | [1] | [1] | |||
Cash repayment of a convertible note | (554,238) | [1] | [1] | |||
Cash paid for the cancellation of fractional shares | (49,664) | [1] | [1] | |||
Proceeds from borrowings | 1,895,151 | 3,426,096 | [1] | 1,563,444 | [1] | |
Repayment of borrowings | (2,890,252) | (4,499,358) | [1] | (1,334,930) | [1] | |
Payment of lease liabilities | (2,652,150) | (2,849,816) | [1] | (2,819,531) | [1] | |
Net cash generated from financing activities | 17,122,925 | 20,937,985 | [1] | 10,653,312 | [1] | |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 13,805,679 | (7,657,881) | [1] | 6,408,037 | [1] | |
Effect of movements in exchange rates on cash held | (62,928) | 34,714 | [1] | (684,136) | [1] | |
Cash and cash equivalents, and restricted cash at beginning of year | [1] | 8,230,644 | 15,853,811 | 10,129,910 | ||
Cash and cash equivalents, and restricted cash at end of year (Note 4) | 21,973,395 | 8,230,644 | [1] | 15,853,811 | [1] | |
Non-cash investing and financing activities | ||||||
Equity portion of purchase consideration paid for acquisition of subsidiaries | 4,579,880 | [1] | 327,763 | [1] | ||
Equity portion of the settlement of a borrowing from a third party | 15,914,615 | [1] | [1] | |||
Equity portion of purchase consideration paid for acquisition of fixed and intangible assets | $ 1,848,000 | [1] | [1] | |||
[1] Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 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 address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The business address was 96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi, Bangkok 10210, Thailand, which has changed to 10 Anson Road, #28-01 International Plaza, Singapore 079903 since November 2021. Before January 20, 2022, Guardforce is controlled by Mr. Tu Jingyi (“Mr. Tu”) through Guardforce AI Technology Limited (“AI Technology”). The Company ceased to be a “controlled company” under the rules of Nasdaq on January 20, 2022. 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 December 31, 2021 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 during the years ended December 31, 2023, 2022 and 2021. 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. GF Cash (CIT)’s head office is located at No. 96 Vibhavadi-Rangsit Road, Talad Bang Khen Sub-District, Laksi District, Bangkok, Thailand. Beginning March 2020, GF Cash (CIT) commenced robotic AI solution business of selling and leasing of robots. No dividends were declared during the years ended December 31, 2023, 2022 and 2021. 97% of shares in GF Cash (CIT) are owned by AI Thailand and Southern Ambition, which were previously held by Guardforce TH Group Co., Ltd and Guardforce 3 Limited, with the same majority shareholder. The reorganization of Guardforce and its subsidiaries (collectively referred to as the “Company) was completed on December 31, 2018. Pursuant to the reorganization, Guardforce became the holding company of the companies, which were under the common control of the controlling shareholder before and after the reorganization. Accordingly, the Company’s financial statements have been prepared on a consolidated basis by applying the predecessor value method as if the reorganization had been completed at the beginning of the earliest reporting period. 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 February 6, 2024, the Company separated with Handshake. On February 6, 2024, the Company transferred 510 shares of Handshake back to its original shareholders in exchange for returning 1,091 restricted ordinary shares issued by the Company. The cancellation of the returned 1,091 shares was effective on March 4, 2024. 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 and Guardforce are ultimately controlled by Mr. Tu before and after the acquisition was completed. 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 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 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. On September 25, 2023, the Company deregistered AI Australia. 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. On January 5, 2024, the Company deregistered AI Canada. 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. On November 22, 2023, the Company deregistered AI Jian. 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 2,142,852 restricted Ordinary Shares to the sellers’ designated parties. As a result of the 2023 share consolidation, the number of shares issued to Shenzhen Kewei became 53,571. 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 3,780,000 restricted Ordinary Shares to the sellers’ designated parties. As a result of the 2023 share consolidation, the number of shares issued to Shenzhen Kewei became 94,500. GFAI Robot Service (Vietnam) Co., Ltd (“AI Vietnam”) was incorporated in Vietnam on July 8, 2022. AI Vietnam is a dormat 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. Under the terms of the Agreement, the Company acquired, and Yeantec transferred to the Company, select robotic equipment assets, Kewei’s client base, sales pipeline and related sales channels and staff, as well as provided the Company with rights to the permanent use of its patents. The purchase price for these assets was $2,100,000, which was fully paid in the form of 10,500,000 restricted ordinary shares of the Company based on a price of $0.20 per share. The Company completed the acquisition on February 15, 2023. As a result of the 2023 share consolidation, upon the completion of the acquisition on February 15, 2023, the Company issued 262,500 shares to Shenzhen Kewei. GFAI Technology Limited (“GFAI Technology”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on December 7, 2023. GFAI Technology is a 100% owned subsidiary of Guardforce. GFAI Technology is an investment holding company. The following diagram illustrates the Company’s legal entity ownership structure as of December 31, 2023: |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements. The financial statements were approved by the Board of Directors and authorized for issuance on April 17, 2024. 2.1 Basis of presentation The consolidated financial statements of Guardforce and subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD. On August 20, 2021, the shareholders of the Company approved a 1 for 3 share consolidation (the “2021 share consolidation”) of the Company’s authorized and issued ordinary shares whereby every three shares were consolidated into one share. On January 31, 2023, the Company completed another share consolidation (the “2023 share consolidation”) of the Company’s authorized and issued ordinary shares whereby every forty shares were consolidated into one share (Note 19). As a result of the 2021 share consolidation and the 2023 share consolidation, the par value of each ordinary share became $0.12. The accompanying consolidated financial statements and all share and per share amounts have been retroactively restated to reflect the share consolidation. On February 6, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to divest its information security business (Note 28). The assets and liabilities of Handshake are reported as held for sale at December 31, 2023. The operating results of Handshake have been reported as discontinued operations. Prior periods have been reclassified to conform to this presentation to allow for a meaningful comparison of continuing operations. Going Concern The accompanying 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. As of December 31, 2023, the Company’s operating losses raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company had cash and cash equivalents of approximately $22.0 million as of December 31, 2023, the Company requires additional financing to expand and develop new business to obtain revenues and to generate operating profits. The perception of the Company’s continued operating losses may make it difficult to obtain financing or obtain financing on favorable terms for the growth of the Company’s business and could result in the loss of confidence by investors, customers, suppliers and employees. If the Company is not successful in raising capital through equity offerings, debt financings, collaborations, licensing arrangements or any other means or are not successful in reducing expenses, the Company may exhaust its cash resources and be unable to continue operations. If the Company cannot continue as a viable entity, the shareholders would likely lose most or all of their investment in the Company. In assessing the going concern, management and the Board has considered: - Based on the budget and financial plans of the Company, management expects to see a positive trend in the Company’s future results. - Management expects to see improved cash flows including liquidity and borrowings from future fund-raising activities. The Company’s principal uses of cash have been, and management expects will continue to be, for working capital to support a reasonable increase in our scale of operations as well as for business expansion investments. - The Company has conditional and unconditional obligations as disclosed in Note 25, these commitments and contingencies are under normal course of business and are included in the budget. Regarding the legal proceedings, as of the date of this report, the Company is a defendant in various lawsuits in China, Hong Kong and Thailand totaling approximately $3.62 million. On March 27, 2024, the cases against the Company which were filed by Mr. Tu had been withdrawn. Management believes the other remaining cases are without merit and is confident that such lawsuits will be dismissed. - The Company has improved the debt ratio by converting the loan with WK Venture Success Limited (“WK Venture”) with the total outstanding balance of approximately $15.9 million to the Company’s ordinary shares (Note 14). In addition, the Company has fully settled the convertible note payable with Streeterville Capital, LLC (“CVP”) (Note 15). 2.2 Basis of consolidation The consolidated balance sheets, 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 consolidated balance sheets of the Company as at December 31, 2023 and 2022 have 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 IAS 14 Segment Reporting requires reporting of financial information by business or geographical area. It requires disclosures for ‘primary’ and ‘secondary’ segment reporting formats, with the primary format based on whether the entity’s risks and returns are affected predominantly by the products and services it produces or by the fact that it operates in different geographical areas. The entity’s reportable segments are its business and geographical segments for which a majority of their revenue is earned from sales to external customers and for which: ● revenue from sales to external customers and from transactions with other segments is 10% or more of the total revenue, external and internal, of all segments; or ● segment result, whether profit or loss, is 10% or more the combined result of all segments in profit or the combined result of all segments in loss, whichever is greater in absolute amount; or ● assets are 10% or more of the total assets of all segments. Segments deemed too small for separate reporting may be combined with each other, if related, but they may not be combined with other significant segments for which information is reported internally. Alternatively, they may be separately reported. If neither combined nor separately reported, they must be included as an unallocated reconciling item. 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 four segments and geographical segmental data as shown in Note 24: (i) Secured logistics; (ii) Robotics AI solutions; (iii) General security solutions; and (iv) Corporate and others The Corporate and others segment covers the non-operating activities supporting the Company. It comprises the Company’s holdings and treasury organization, including its headquarter and central functions. All listing related expenses are included in the Corporate and others segment. This segment is an administrative-operating segment rather than a revenue-generating operating segment. The Company completed the divestiture with Handshake on February 6, 2024. At December 31, 2023, Handshake was classified as a disposal group held for sale and as a discontinued operation. The business of Handshake represented the entirety of the Company’s information security operating segment through December 31, 2023, which is excluded from the Company’s segment reporting. 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. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in the statement of profit or loss. IFRS 3, Business Combinations do not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Company has accounted for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The Company recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor’s financial statements, and to have the consolidated balance sheet, consolidated statement of profit or loss, comprehensive income, changes in equity and cash flows reflect the results of combining entities for all periods presented for which the entities were under the transferor’s common control, irrespective of when the combination takes place. 2.5 Non-controlling interest The non-controlling interest represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet, consolidated statement of profit or loss, comprehensive income and changes in equity attributed to controlling and non-controlling interests. 2.6 Critical accounting estimate and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgements 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. Significant estimates during the years ended December 31, 2023, 2022 and 2021 include provision for obsolete inventory, impairment on property, plant and equipment and intangible assets, allowance for withholding tax receivables, provision for expected credit loss on trade receivables and other receivables, useful life of property, plant and equipment and intangible assets, impairment of goodwill, measurement of share-based compensation expenses, measurement of retirement benefit obligations, measurement of consideration and assets and liabilities acquired as business combinations, accounting for leases, valuation of deferred tax assets and allowance for doubtful debts on a related party receivable. 2.7 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, AI Vietnam and AI Technology 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 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: Year End Rate Average Rate As of December 31, For the Years Ended 2023 2022 2021 2023 2022 2021 Thai Baht 0.0292 0.0289 0.0300 0.0288 0.0286 0.0313 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1409 0.1447 N/A 0.1414 0.1446 N/A 2.8 Financial risk management 2.8.1 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. (i) Credit risk The Company trades only with parties that are expected to be creditworthy. The Company manages its operations to avoid any excessive concentration of counterparty risk. The Company takes all reasonable steps to seek assurance from the counterparties that they can fulfill their obligations. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to credit loss remains low. The carrying values of the Company’s financial assets and contract assets represent its maximum credit exposure. (ii) Foreign exchange risk The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the THB and USD. Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the respective functional currency of the Company’s subsidiaries. The functional currency of the Company and majority of its overseas subsidiaries is the USD whereas the functional currency of the subsidiaries which operate in Thailand is the THB. The Company currently does not hedge transactions undertaken in foreign currencies but manages its foreign exchange risk by performing regular reviews of the Company’s net foreign exchange exposures. If the THB had strengthened/weakened by 2.28% against the USD (the average monthly variance during the 2-year period ended December 31, 2023) with all other variables held constant, the post-tax profit would have been approximately $1,000 higher/lower and $288,000 higher/lower, for the years ended December 31, 2023 and 2022, respectively, as a result of net foreign exchange gains/losses on translation of net monetary assets denominated in the THB/USD which is not the functional currency of the respective Company’s entities. If the THB had strengthened/weakened by 2.14% against the USD (the average monthly variance during the 2-year period ended December 31, 2022) with all other variables held constant, the post-tax profit would have been approximately $288,000 higher/lower and $228,000 higher/lower, for the years ended December 31, 2022 and 2021, respectively, as a result of net foreign exchange gains/losses on translation of net monetary assets denominated in the THB/USD which is not the functional currency of the respective Company’s entities. (iii) Interest rate risk The Company’s exposure to changes in interest rates are mainly attributable to its borrowings and loans. At the reporting date, based on the composition of borrowings at December 31, 2023 (Note 14), if interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, the Company’s post-tax results for the year would have been approximately $3,800, $11,000 and $14,000 lower/higher for the years ended December 31, 2023, 2022 and 2021, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings. (iv) 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 and private placements, operation, proceeds from a convertible note, 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. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, including interest if applicable. Year ended December 31, 2023 Within 1 to 5 years >5 years Total Trade and other payables $ 3,016,850 $ - $ - $ 3,016,850 Borrowings 337,241 44,410 - 381,651 Borrowings from related parties 3,104,149 - - 3,104,149 Amount due to related parties 2,898,506 - 2,898,506 Other liabilities 3,171,643 - - 3,171,643 Operating lease liabilities 1,239,066 1,455,857 - 2,694,923 Finance lease liabilities 108,597 218,996 - 327,593 Provision for employee benefits 362,284 1,460,434 23,059,674 24,882,392 Liabilities directly associated with the assets held for sale 130,876 - - 130,876 $ 14,369,212 $ 3,179,697 $ 23,059,674 $ 40,608,583 Year ended December 31, 2022 Within 1 to 5 years >5 years Total Trade and other payables $ 2,633,995 $ - $ - $ 2,633,995 Borrowings 3,181,616 13,899,818 - 17,081,434 Borrowings from related parties 3,148,500 1,455,649 - 4,604,149 Amount due to related parties 3,868,691 - 3,868,691 Other liabilities 2,477,369 43,200 - 2,520,569 Operating lease liabilities 1,774,192 2,340,075 - 4,114,267 Finance lease liabilities 398,136 233,550 - 631,686 Convertible note payables 1,730,267 - - 1,730,267 Provision for employee benefits 457,315 1,554,322 23,302,600 25,314,237 $ 19,670,081 $ 19,526,614 $ 23,302,600 $ 62,499,295 Net Equity (Debt) Analysis As of December 31, 2023 2022 Cash, cash equivalents, and restricted cash (Note 4) $ 21,973,395 $ 8,230,644 Borrowings – repayable within one year (3,441,390 ) (6,330,116 ) Borrowings – repayable after one year (44,410 ) (15,355,467 ) Net equity (debt) $ 18,487,595 $ (13,454,939 ) 2.8.2 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. 2.8.3 Impact of COVID-19 The COVID-19 pandemic has 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 during the year ended December 31, 2022 and 2021. At the beginning of 2023, governments of the countries where the Company is operating lifted most of the social distancing measures and other restrictions that the Company’s business has gradually recovered, and management believes that there will be improvements on financial results in 2024. 2.9 Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: the (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial assets and liabilities of the Company mainly consist of cash and cash equivalents, restricted cash, trade and other receivables, amounts due from related parties, other current assets, trade payables, amounts due to related parties, accruals, other liabilities and convertible note payable. As of December 31, 2023 and 2022, the carrying values of cash and cash equivalents, restricted cash, trade receivables, amounts due from related parties, prepayments and other current assets, trade payables, amounts due to related parties, accruals and other liabilities approximate their fair values due to the short-term maturity of these instruments. 2.10 Share-based payment On January 25, 2022, the Company established the 2022 Equity Incentive Plan (the "Plan"). Under the Plan, participants are granted restricted shares which only vest if certain performance standards are met. Participation in the Plan is at the Board’s discretion, and no individual has a contractual right to participate in the Plan or to receive any guaranteed benefits. The Company accounts for the share-based payments (primarily restricted shares) with the fair value of the restricted shares on the date of grant and recognition of stock-based compensation expense on the consolidated statements of profit or loss over the vesting period for award expected to vest. The fair value of restricted stocks is determined based on the share price at which the Company's shares are traded on the Nasdaq Stock Exchange at the date of the grant, which management has taken into account an estimated discount to reflect the impact of the post-vesting restrictions. 2.11 Cash and cash equivalents and restricted cash Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As of December 31, 2023 and 2022, non-current restricted cash amounting to $1.6 million and $1.3 million, respectively represents cash pledged with two local banks in Thailand as collateral for bank guarantees issued by those banks in respect of (i) project performance for government and commercial bank customers; (ii) fuel consumption under the fleet credit card; and (iii) electricity usage. In November 2023, approximately $0.1 million of the Company’s cash in two subsidiaries in China, namely Shenzhen GFAI and Robot Service Shenzhen were frozen upon request to satisfy the court judgments related to the labor lawsuits in China and an ongoing legal dispute with a related party in China (Note 23). On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company. Accordingly, the freeze on all of the bank accounts of Robot Service Shenzhen were lifted on April 2, 2024. Management expects to settle the labor lawsuits in 2024 so as to lift the freeze of all the bank accounts of Shenzhen GFAI within 12 months, therefore the respective cash balances have been reclassified to current restricted cash. 2.12 Trade receivables and other receivables Trade and other receivables are recorded at net realizable value consisting of the carrying amount less an allowance for doubtful accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts and other receivables and accounts receivable from related parties. The Company determines the allowance for its trade receivable based on aging data, historical collection experience, customer specific facts and economic conditions. The Company writes-off trade receivable when amounts are deemed uncollectible. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. The Company recorded a provision for (recovery of) expected credit loss on trade receivables and other receivables of $899,433, $(7,394) and $ nil 2.13 Inventories Inventories solely consist of robots and 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 inventory of $3,797,552, $942,882 and $ nil During the years ended December 31, 2023 and 2022, all robots inventories were purchased from related parties (Note 23). 2.14 Assets held for sale and discontinued operations The Company classifies assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset or a disposal group, excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the assets or disposal groups is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the assets and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 14. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. 2.15 Withholding taxes receivable Withholding tax is a deduction from payments made to suppliers who provide services. The withholding tax rates can vary depending on the type of income and the tax status of the recipient. Based on tax rules currently in effect, the withholding tax rate is 3% for commercial contracts and 1% for governmental contracts in Thailand, which amounts are refundable. The Company generally files its request for a withholding tax refund by the end of May of the following year for withholding tax deducted in the previous year. Once the request for withholding tax refund is submitted to the Thai Revenue Department, the request will be subject to audit and review. Since it is difficult to predict the time required by the Thai Revenue Department to complete its audit and approve the relevant refund, except for known amount to be collected within the next 12 months, the Company has reflected its withholding tax receivable as a non-current asset in its consolidated balance sheets for amounts due from the Revenue Department. Withholding tax receivable is recorded net of related provision for amount that could be challenged by the taxing authority. Such provision represents the Company’s best estimate based on recent collection history. 2.16 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation is calculated using the straight-line method over the following estimated useful lives. Estimated Leasehold improvements Lesser of useful life or remaining lease term Tools and equipment 5 years Furniture, fixtures and office equipment 5 years Vehicles 5,10 years GDM machines 5 years Robots 5 years 2.17 Assets under construction Assets under construction 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. 2.18 Intangible assets, net Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of profit or loss in the expense category that is consistent with the function of the intangible assets. The cost of intangible assets is being amortized using straight-line amortization method based on the following estimated useful lives:. Estimated Computer software 5 years Intelligent Cloud Platform 10 years Right-of-use Platform 10 years Customer base 1 – 3 years Technical know-how 8 – 10 years Security Surveillance system 10 years 2.19 Goodwill Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequent |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 3. BUSINESS COMBINATIONS Fiscal year 2022 acquisitions: During the year ended December 31, 2022, the Company acquired four subsidiaries from Mr. Tu Jingyi, a related party. 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. (i) On March 22, 2022, the Company closed an acquisition of Shenzhen GFAI and Guangzhou GFAI. A total of $1,000,000 cash was paid and 2,142,852 shares were issued and valued at the $1.22 per share in consideration of 100% of the equity interest in both companies. As a result of the 2023 share consolidation, the share consideration became a total of 53,571 shares issued, valued at $48.8 per share. The following represents the purchase price allocation at the date of the acquisition: March 22, Cash and cash equivalents $ 2,187 Trade and other receivables 896,327 Inventories 1,411,893 Other current assets 85,338 Other non-current assets 23,566 Property, plant and equipment 2,055,610 Intangible assets 1,592,783 Trade and other payables (4,156,649 ) Other current liabilities (163,785 ) Goodwill 1,867,009 Total purchase price $ 3,614,279 The total revenue included in the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 since the acquisition date contributed by Shenzhen GFAI and Guangzhou GFAI was $661,839. Total net loss for the year ended December 31, 2022 incurred by Shenzhen GFAI and Guangzhou GFAI since the acquisition date was $3,306,084. Had Shenzhen GFAI and Guangzhou GFAI been consolidated from January 1, 2022, the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 would show total revenue from Shenzhen GFAI and Guangzhou GFAI of $952,358 and total net loss from Shenzhen GFAI and Guangzhou GFAI of $3,746,740. During the year ended December 31, 2023, the Company recorded a goodwill impairment loss on Shenzhen GFAI and Guangzhou GFAI of $1,867,009. No impairment loss on goodwill was recorded on Shenzhen GFAI and Guangzhou GFAI for the years ended December 31, 2023, 2022. (ii) On June 22, 2022, the Company closed the acquisition of Beijing Wanjia. A total of $840,000 cash was paid and 3,780,000 shares were issued and valued at $0.52 per share in consideration of 100% of the equity interest in Beijing Wanjia. As a result of the 2023 share consolidation, the share consideration became a total of 94,500 shares issued, valued at $20.8 per share. The following represents the purchase price allocation at the date of the acquisition: June 22, Cash and cash equivalents $ 38,342 Trade and other receivables 1,656,550 Inventories 562,768 Property, plant and equipment 20,488 Intangible assets 1,593,398 Other non-current assets 203,765 Trade and other payables (1,536,547 ) Other current liabilities (145,026 ) Goodwill 411,862 Total purchase price $ 2,805,600 The total revenue included in the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 since the acquisition date contributed by Beijing Wanjia was $1,785,789. Total net loss for the year ended December 31, 2022 incurred by Beijing Wanjia since the acquisition date was $204,127. Had Beijing Wanjia been consolidated from January 1, 2022, the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 would show revenue from Beijing Wanjia of $3,255,081 and net loss from Beijing Wanjia of $544,673. No impairment loss on goodwill was recorded on Beijing Wanjia for the years ended December 31, 2023 and 2022. (iii) On January 20, 2022, the Company closed an acquisition to obtain 100% equity interest in AI Malaysia. The consideration is approximately $1 (RM1). The following represents the purchase price allocation at the date of the acquisition: January 20, Cash and cash equivalents $ 12,500 Current liabilities (13,184 ) Goodwill 685 Total purchase price $ 1 The revenue included in the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 since the acquisition date contributed by AI Malaysia was $ nil Had AI Malaysia been consolidated from January 1, 2022, the Consolidated Statement of Profit or Loss for the year ended December 31, 2022 would show revenue from AI Malaysia of $ nil During the year ended December 31, 2023, the Company recorded impairment loss on AI Malaysia of $685. No impairment loss on goodwill was recorded on AI Malaysia for the years ended December 31, 2022 and 2021. (iv) On February 9, 2022, the Company closed an acquisition to obtain 100% equity interest in AI Macau. The consideration is approximately $3,205 (MOP25,000). The following represents the purchase price allocation at the date of the acquisition: February 9, Cash and cash equivalents $ 21,038 Other current assets 4,162 Current liabilities (92,350 ) Goodwill 70,355 Total purchase price $ 3,205 AI Macau acts as an agent-only subsidiary company, operating solely and for all purposes as the agent of AI Hong Kong for the deployment of robots and thus, AI Macau has no independent revenue of its own. During the year ended December 31, 2023, the Company recorded a goodwill impairment loss on AI Macau of $70,355. No impairment loss on goodwill was recorded on AI Macau for the years ended December 31, 2022 and 2021. Fiscal year 2021 acquisitions: During the year ended December 31, 2021, the Company acquired two 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. (i) On February 4, 2021, the Company announced the acquisition of a majority stake in information security consultants Handshake Networking Ltd. (“Handshake”), a Hong Kong-based company specializing in penetration testing. A total of 43,700 shares were issued and valued at $7.50 per share in consideration of 51% of Handshake. As a result of the 2021 and 2023 share consolidation, consideration became a total of 1,091 shares issued, valued at $300 per share. The acquisition was closed on March 25, 2021. Accordingly, the acquisition has been accounted for in accordance with IFRS 3 guidelines under acquisition accounting, whereby the Company recognized the assets and liabilities of Handshake transferred at their carrying amounts with carry-over basis. The following represents the purchase price allocation at the date of the acquisition: March 25, Cash and cash equivalents $ 24,276 Other current assets 32,250 Current liabilities (58,297 ) Goodwill 329,534 Total purchase price $ 327,763 The revenue included in the Consolidated Statement of Profit or Loss for the year ended December 31, 2021 since the acquisition date contributed by Handshake Networking Ltd was $484,318. Handshake Networking Limited also contributed net profit of $39,787 over the same period. Had Handshake been consolidated from January 1, 2021, the Consolidated Statement of Profit or Loss for the year ended December 31, 2021 would show revenue from Handshake of $559,934 and net loss from Handshake of $72,325. During the year ended December 31, 2023, the Company recorded a goodwill impairment loss on Handshake of $329,534. No impairment loss on goodwill was recorded on Handshake for the years ended December 31, 2022 and 2021. (ii) On November 1, 2021, the Company entered into a Transfer Agreement (the “Agreement”) to acquire 100% of the equity interests in Guardforce AI Singapore Pte. Ltd., a company incorporated in Singapore (“AI Singapore”). AI Singapore was controlled by Mr. Tu Jingyi and Mr. Tu Jingyi was the majority shareholder of Guardforce before the acquisition was completed. The Company recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor’s financial statements to reflect the results for the full year 2021, irrespective of transaction date. The following represents their assets and liabilities: December 31, Cash and cash equivalents $ 28,148 Other current assets 11,973 Current liabilities (68,882 ) Loss for the year 16,041 Additional paid in capital $ ( 12,720 ) |
Cash and Cash Equivalents and R
Cash and Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents and Restricted Cash [Abstract] | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 4. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH As of December 31, 2023 2022 Cash on hand $ 472,641 $ 471,408 Cash in bank 19,762,586 6,459,231 Subtotal 20,235,227 6,930,639 Restricted cash – current 100,764 - Restricted cash – non-current 1,608,762 1,300,005 Subtotal 21,944,753 8,230,644 Cash at banks attributable to discontinued operations 28,642 - Cash, cash equivalents, and restricted cash $ 21,973,395 $ 8,230,644 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | 5. INVENTORIES As of December 31, 2023 2022 Robots at warehouse $ 4,743,645 $ 5,553,859 Security equipment 506,403 494,793 Impairment provision for inventories (4,743,645 ) (942,882 ) Inventories $ 506,403 $ 5,105,770 The Company recorded a provision for slow moving or obsolete robots’ inventory of $3,797,552, $942,882 and nil |
Trade Receivables, Net
Trade Receivables, Net | 12 Months Ended |
Dec. 31, 2023 | |
Trade Receivables, Net [abstract] | |
TRADE RECEIVABLES, NET | 6. TRADE RECEIVABLES, NET As of December 31, 2023 2022 Trade receivables $ 5,780,144 $ 5,450,655 Provision for expected credit loss on trade receivables (149,339 ) (50,469 ) Trade receivables, net $ 5,630,805 $ 5,400,186 The movement in the Company’s provision for (recovery of) expected credit loss on trade receivables of $103,534, $(7,394) and $ nil The following tables details the Company’s trade receivables as of: December 31, 2023 Trade receivables - as of December 31, 2023 <30 31-60 61-90 91 and over Total Trade receivables $ 5,361,716 $ 61,041 $ 15,068 $ 192,980 $ 5,630,805 December 31, 2022 Trade receivables - as of December 31, 2022 <30 31-60 61-90 91 and over Total Trade receivables $ 4,814,346 $ 385,662 $ 46,222 $ 153,956 $ 5,400,186 |
Withholding Taxes Receivables,
Withholding Taxes Receivables, Net | 12 Months Ended |
Dec. 31, 2023 | |
Withholding Taxes Receivables, Net [Abstract] | |
WITHHOLDING TAXES RECEIVABLES, NET | 7. WITHHOLDING TAXES RECEIVABLES, NET 2023 2022 Balance at January 1, $ 2,691,096 $ 3,531,953 Addition 739,573 749,205 Collection (545,233 ) (1,008,194 ) Write off/Allowance for uncollectible (683,344 ) (448,243 ) Exchange difference 22,754 (133,625 ) Balance at December 31, $ 2,224,846 $ 2,691,096 As of December 31, 2023 2022 Current portion $ 607,221 $ 757,024 Non-current portion 1,617,625 1,934,072 Withholding taxes receivables, net $ 2,224,846 $ 2,691,096 During the year ended December 31, 2023, the Company received a withholding tax refund of THB 18,959,514 (approximately $0.6 million) in connection with the Company’s 2018 withholding taxes refund applications of THB 29,188,153 (approximately $0.9 million). The Company wrote off approximately $0.3 million, representing the difference between the receivable recorded and the amount of refund from the Thai Revenue Department during the year ended December 31, 2023. Out of prudence, based on the amounts written off for the receivable related to year 2013 to 2018, the Company recorded a provision for withholding taxes receivables of approximately $0.4 million. As of December 31, 2023, the Company maintained an allowance of approximately $1.3 million against its withholding taxes receivable. In March 2024, the Thailand Revenue Department informed the Company that they approved withholding tax refund for the Company’s 2019 withholding taxes is approximately THB 22.0 million (approximately $0.6 million). During the year ended December 31, 2022, the Company received a withholding tax refund of THB 35,312,291 (approximately $1.0 million) in connection with the Company’s 2016 to 2017 withholding taxes refund applications (which totaled THB 56,107,574 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 from the Thai Revenue Department during the year ended December 31, 2022. As of December 31, 2022, the Company maintained an allowance of approximately $0.9 million against its withholding taxes receivable. During the year ended December 31, 2021, the Company received a withholding tax refund of THB 20,724,273 (approximately $0.7 million), which represents the balance of the refunded amount received during 2020. The Company did not have any write offs during the year ended December 31, 2021. As of December 31, 2021, the Company maintained an allowance of approximately $1.1 million against its withholding taxes receivable. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivables [Abstract] | |
OTHER RECEIVABLES | 8. OTHER RECEIVABLES As of December 31, 2023 2022 Cash advance to a third-party vendor $ 795,899 $ 817,564 Provision for expected credit loss on other receivables (795,899 ) - $ - $ 817,564 The Company recognized a provision for expected credit loss on other receivables of $795,899 during the year ended December 31, 2023. No provision was made during the years ended December 31,2022 and 2021. |
Other Current and Other Non-Cur
Other Current and Other Non-Current Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2023 2022 Input VAT and other taxes receivable $ 219,232 $ 293,429 Prepayments – office and warehouse rental 818,997 780,279 Prepayments - insurance 91,022 106,167 Prepayments - others 187,759 91,926 Uniforms 17,417 24,699 Tools and supplies 143,760 155,642 Deferred costs - 219,782 Cash advances to employees 79,169 71,084 Interest receivable on bank deposits 108,215 - Other current assets $ 1,665,571 $ 1,743,008 Deposits $ 402,447 $ 437,602 Deferred costs - 9,720 Other non-current assets $ 402,447 $ 447,322 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 10. PROPERTY, PLANT AND EQUIPMENT Leasehold Machinery and 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 146,750 35,987 40,690 92,813 33,222 72,892 4,031,107 4,453,461 Disposals (125,666 ) (94,616 ) (70,482 ) (367,110 ) - (15,513 ) (9,260 ) (682,647 ) Impairment of fixed assets - - - - - - (4,408,037 ) (4,408,037 ) Transfer in (out) 1,426 - - - (239,833 ) 238,407 - - Exchange differences (115,329 ) (181,857 ) (233,371 ) (582,203 ) (8,853 ) (61,014 ) (359,078 ) (1,541,705 ) 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 - 13,390 26,202 39,199 74,126 1,144,766 810,559 2,108,242 Disposals (106,385 ) (107,569 ) (97,835 ) (214,021 ) - - (301,877 ) (827,687 ) Impairment of fixed assets - - - - - - (3,702,367 ) (3,702,367 ) Exchange differences 33,330 55,507 53,107 161,220 1,561 40,419 (46,977 ) 298,167 At December 31, 2023 $ 3,073,809 $ 4,829,343 $ 5,335,825 $ 15,505,385 $ 108,909 $ 3,133,883 $ 3,954,153 $ 35,941,307 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 year 101,881 105,302 184,958 727,204 - 371,378 1,883,562 3,374,285 Disposals (121,818 ) (89,083 ) (69,528 ) (339,179 ) - (5,116 ) (1,970 ) (626,694 ) Exchange differences (96,194 ) (174,465 ) (209,201 ) (478,260 ) - (27,393 ) (34,367 ) (1,019,880 ) 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 year 105,006 67,840 166,670 448,136 - 429,512 1,006,483 2,223,647 Disposals (106,287 ) (107,565 ) (91,802 ) (213,092 ) - - (100,848 ) (619,594 ) Exchange differences 28,979 53,293 50,910 151,978 - 20,834 (10,656 ) 295,338 At December 31, 2023 $ 2,605,039 $ 4,761,599 $ 5,015,520 $ 13,880,678 $ - $ 1,680,593 $ 3,954,153 $ 31,897,582 Net book value At December 31, 2022 $ 569,523 $ 119,984 $ 464,609 $ 2,025,331 $ 33,222 $ 718,451 $ 8,564,630 $ 8,066,761 At December 31, 2023 $ 468,770 $ 67,744 $ 320,305 $ 1,624,707 $ 108,909 $ 1,453,290 $ - $ 4,043,725 During the year ended December 31, 2023 and 2022, the Company recognized an impairment loss on robots’ assets of $3,682,789 and $4,408,037, respectively. There was no impairment of property, plant and equipment recorded for the years ended December 31, 2021. No property, plant and equipment were pledged as security for bank borrowings. As of December 31, 2023 and 2022, net book value of robots’ assets of approximately $ nil |
Right-of-Use Assets and Operati
Right-of-Use Assets and Operating Lease Liabilties | 12 Months Ended |
Dec. 31, 2023 | |
Right-Of-Use Assets And Operating Lease Liabilties [Abstract] | |
RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILTIES | 11. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILTIES The carrying amounts of right-of-use assets are as below: 2023 2022 Balance at January 1, $ 4,171,409 $ 2,364,993 New leases 522,578 2,956,201 Termination of a lease (19,786 ) - Depreciation expense (2,006,421 ) (1,066,662 ) Exchange difference 20,428 (83,123 ) Balance at December 31, $ 2,688,208 $ 4,171,409 The total operating lease liabilities are as below: As of December 31, 2023 2022 Current portion $ 1,239,066 $ 1,774,192 Non-current portion 1,455,857 2,340,075 Operating lease liabilities $ 2,694,923 $ 4,114,267 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 year 2023, 2022 and 2021 was 4.23%, 3.52% and 3.49%, respectively. During the years ended December 31, 2023, 2022 and 2021, interest expense of $114,583, $89,470 and $109,848 arising from lease liabilities was included in finance costs, respectively. Depreciation expense related to right-of-use assets was $2,006,421, $1,066,662 and $2,279,722, respectively during the years ended December 31, 2023, 2022 and 2021. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | 12. INTANGIBLE ASSETS, NET Computer Right-of-use Customer Technical Security Intelligent Assets under construction - Cash Total Cost At December 31, 2021 $ 907,304 $ - $ - $ - $ - $ - $ - $ 907,304 Acquisitions through business combinations - 729,934 1,116,730 514,968 1,356,666 - - 3,718,298 Additions 12,740 - - - 37,687 3,000,000 194,495 3,244,922 Exchange differences (32,299 ) (56,905 ) (74,620 ) (15,624 ) (33,455 ) (212,903 ) At December 31, 2022 $ 887,745 $ 673,029 $ 1,042,110 $ 499,344 $ 1,360,898 $ 3,000,000 $ 194,495 $ 7,657,621 Additions 21,137 - - - 200,101 1,590,546 - 1,811,784 Impairment of intangible assets - (542,463 ) (185,594 ) - - (2,985,495 ) - (3,713,552 ) Exchange differences 10,340 (15,907 ) (26,956 ) (13,232 ) (36,775 ) (471 ) (413 ) (83,414 ) At December 31, 2023 $ 919,222 $ 114,659 $ 829,560 $ 486,112 $ 1,524,224 $ 1,604,580 $ 194,082 $ 5,672,439 Accumulated amortization At December 31, 2021 $ 742,988 $ - $ - $ - $ - $ - $ - $ 742,988 Acquisitions through business combinations - - - - 526,859 - - 526,859 Amortization charged for the year 50,036 50,894 408,463 28,128 105,156 - - 642,677 Exchange differences (25,856 ) (417 ) (2,595 ) 277 (19,455 ) - - (48,046 ) As December 31, 2022 $ 767,168 $ 50,477 $ 405,868 $ 28,405 $ 612,560 $ - $ - $ 1,864,478 Amortization charged for the year 53,859 65,753 312,268 55,501 103,162 403,051 - 993,594 Exchange differences 9,573 (1,571 ) (11,865 ) (950 ) (16,599 ) (471 ) - (21,883 ) As December 31, 2023 $ 830,600 $ 114,659 $ 706,271 $ 82,956 $ 699,123 $ 402,580 $ - $ 2,836,189 Net book value At December 31, 2022 $ 120,577 $ 622,552 $ 636,242 $ 470,939 $ 748,338 $ 3,000,000 $ 194,495 $ 5,793,143 At December 31, 2023 $ 88,622 $ - $ 123,289 $ 403,156 $ 825,101 $ 1,202,000 $ 194,082 $ 2,836,250 |
Trade and Other payables and Ot
Trade and Other payables and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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 December 31, 2023 2022 Trade payables – third parties $ 2,113,401 $ 2,060,856 Accrued salaries and bonus 603,112 515,758 Other payables, accrued customer claims, cash loss and shortage* 300,337 57,381 Trade and other payables $ 3,016,850 $ 2,633,995 Output VAT and other taxes payable $ 100,166 $ 118,125 Accrued Expenses 639,556 522,059 Payroll Payable 925,142 979,027 Provision for stock-based compensation expense** 830,000 - Other Payables 419,964 289,494 Deferred revenue 256,815 568,664 Other current liabilities $ 3,171,643 $ 2,477,369 * Includes a provision for penalty for failure to meet certain performance indicators as stipulated in certain customer contracts for approximately $10,000 and $11,800 respectively. ** During the year ended December 31, 2023, management of the Company decided to grant restricted shares to officers and certain employees based on their performance in 2023 under the Company’s 2022 Equity Incentive Plan. The Board of Directors approved the number of restricted shares to be granted to each individual on March 14, 2024 (Note 20). |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Borrowings [Abstract] | |
BORROWINGS | 14. BORROWINGS As of December 31, 2023 2022 Short-term bank borrowing (a) $ 140,902 $ - Current portion of long-term bank borrowings (a) 196,339 947,559 Current portion of long-term third party borrowing (b) - 2,234,057 Long-term bank borrowings (a) 44,410 432,179 Long-term third party borrowing (b) - 13,467,639 Total borrowings $ 381,651 $ 17,081,434 (a) The Company maintains borrowings with two financial institutions. The borrowings are used for working capital purposes to support its business operations in Thailand. For the year ended December 31, 2023, the Company had two bank loans with interest at the rates of 4.69% and 3.77% with maturity dates of April 7, 2025 and September 25, 2024, respectively. For the year ended December 31, 2022, the Company had three bank loans with interest at the rates of 4.69%, 4.97%and 4.72% with maturity dates of April 7, 2025, June 30, 2023 and February 1, 2023, respectively. For the year ended December 31, 2021, the Company had four bank loans with interest at the rates of 4.47%, 2%, 2%, and 4.22%, respectively. For the years ended December 31, 2023, 2022 and 2021, interest expense recorded for the bank borrowings was $60,131, $68,010 and $78,353, respectively. As of December 31, 2023, the Company had unused bank overdraft availability of approximately $292,000. As of December 31, 2022, the Company had unused bank overdraft availability of approximately $289,000. (b) On April 25, 2018, Guardforce TH Group Company Limited (“Guardforce TH”), entered into an agreement with Profit Raider Investment Limited (“Profit Raider”) to transfer a loan in the principal amount of $13.42 million (the “Loan”) between Guardforce TH and Guardforce AI Co., Limited (the “Company”) to Profit Raider. As a result, the Company recorded a short-term borrowing in the Loan bearing interest at 4% from April 30, 2019 to December 31, 2019 and 3.22% prior to April 30, 2019. The Company assumed an additional liability of approximately $576,000 which has been treated as an additional expense paid in 2018. The holding companies have guaranteed the short-term borrowing from Profit Raider which amount is due on December 31, 2020. On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of the Company from Guardforce AI Technology to Profit Raider. As a result of the 2021 and 2023 share consolidation, the number of ordinary shares transferred to Profit Raider became 41,666. On September 29, 2022, Profit Raider entered into a deed of assignment and transfer (the “Assignment Deed”) with WK Venture Success Limited (“WK Venture”), and the Loan was assigned and transferred to WK Venture. On December 30, 2022, Guardforce TH entered into two supplemental agreements (the “Agreements”) with WK Venture and other parties thereto to further extend the Loan to December 31, 2024 which was conditional upon payment by Guardforce TH to WK Venture of $100,000 as part payment of the interest accrued with the same interest rate on the Loan. Such payment was made in full upon the execution of the Agreement. Being that 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. On September 28, 2023, the Company entered into a loan conversion agreement (the “Loan Conversion Agreement”) with WK Venture. Pursuant to the Loan Conversion Agreement, WK Venture will convert its outstanding loans to the Company in exchange for ordinary shares, par value $0.12 per share of the Company. As of the date of the Loan Conversion Agreement, a total (which includes the principal amount and accrued unpaid interest) of $15,914,614.59 were owed to WK Venture by the Company. According to the Loan Conversion Agreement, WK Venture discharged the entire loan amount and accrued unpaid interest in exchange for receiving 2,947,150 ordinary shares of the Company at a conversion price of $5.40 per share. This loan conversion was completed upon the Company issuing the ordinary shares in October 2023. For the year ended December 31, 2023, 2022 and 2021, interest expense recorded for the third-party borrowing was $230,849, $616,116 and $612,387. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 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. After deducting the original issue discount (“OID”) and the legal fees directly associated with the issuance of the Note, the Company received net proceeds of $1,500,000. 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. In addition, as a result of the Company entering into the Agreement and issuing the Note, the exercise price of the Company’s private warrants is being adjusted to $0.18, which is the floor price of the Note, pursuant to the antidilution provisions of the private warrants. As a result of the 2023 share consolidation, the exercise price became $7.20 per share. For the year ended December 31, 2022, original issue discount (“OID”) of $187,000, cash placement agent fee of $110,000 and interest expense of $22,767 were recorded as finance costs. $20,000 of legal fees directly associated with the issuance of the Note is recorded as administrative expense in the Consolidated Statement of Profit or Loss. 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 fully paid and non-assessable ordinary shares of the Company. In connection with this conversion, the Company issued 172,000 restricted ordinary shares to CVP on April 19, 2023. On October 25, 2023, the Company paid $554,238 to CVP to fully settle the remaining Note balance. For the year ended December 31, 2023, and 2022, interest expense of $60,094 and $22,767 were recorded as finance costs, respectively. |
Finance Lease Liabilities
Finance Lease Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Finance Lease Liabilities [Abstract] | |
FINANCE LEASE LIABILITIES | 16. FINANCE LEASE LIABILITIES As of December 31, 2023 2022 Current portion $ 108,597 $ 398,136 Non-current portion 218,996 233,550 Finance lease liabilities $ 327,593 $ 631,686 For the years ended December 31, 2023, 2022 and 2021, interest expense was $28,126, $51,070 and $84,794, respectively. The minimum lease payments under finance lease agreements are as follows: As of December 31, 2023 2022 Within 1 year $ 126,042 $ 423,514 After 1 year but within 5 years 236,293 253,448 Less: Finance charges (34,742 ) (45,276 ) Present value of finance lease liabilities, net $ 327,593 $ 631,686 Finance lease assets comprise primarily vehicles and office equipment as follow: As of December 31, 2023 2022 Cost $ 655,371 $ 1,571,075 Less: Accumulated depreciation (215,038 ) (564,844 ) Net book value $ 440,333 $ 1,006,231 |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 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 the 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 taxes Cayman Islands The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands. British Virgin Islands The Company’s subsidiary incorporated in the BVI is not subject to taxation. The Company’s operating subsidiaries incorporated in different tax jurisdiction are subject to different corporate income tax rate as follows: Corporate Hong Kong 16.5 % Singapore 17.0 % Thailand 20.0 % Malaysia 24.0 % Macau 12.0 % United States 21.0 % Australia 0.0 % United Arab Emirates 25.0 % United Kingdom 19.0 % South Korea 25.0 % Japan 23.2 % Canada 15.0 % Vietnam 20.0 % China 25.0 % Pre-tax profit (loss) from continuing operations, by jurisdiction, for the years ended December 31, 2023, 2022 and 2021 is as follows: For the years ended 2023 2022 2021 Cayman Islands $ (4,100,487 ) $ (4,302,089 ) $ (1,733,786 ) BVI (16,537 ) (17,811 ) (12,769 ) Hong Kong (10,805,695 ) (3,245,238 ) (628,015 ) Singapore (180,619 ) (160,228 ) (16,041 ) Thailand (2,852,376 ) (5,826,236 ) (3,873,611 ) Malaysia (2,761,202 ) (478,658 ) - Macau (193,865 ) (161,513 ) - United States (321,399 ) (572,088 ) - Australia 15,199 (15,199 ) - United Arab Emirates (UAE) (22,157 ) (72,036 ) - United Kingdom 1,350 (1,350 ) - South Korea (11,236 ) (20,029 ) - Japan (189,773 ) (77,055 ) - Canada 3,418 (2,997 ) - Vietnam 17,123 (17,123 ) - China (7,770,944 ) (3,501,768 ) - $ (29,189,200 ) $ (18,471,418 ) $ (6,264,222 ) The components of the income tax provision are: For the years ended 2023 2022 2021 Current income tax expense $ - $ - $ - Deferred income tax expense (benefit) (434,320 ) 132,208 (732,868 ) Total income tax (benefit) expense $ (434,320 ) $ 132,208 $ (732,868 ) Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: For the years ended 2023 2022 2021 (Loss) Profit before income tax expense* $ (994,531 ) $ (3,840,120 ) $ (4,068,887 ) Thailand income tax statutory rate 20 % 20 % 20 % Income tax at statutory tax rate (198,906 ) (768,024 ) (813,777 ) Deferred tax assets not recognized 713,468 768,024 - Permanent differences (80,242 ) 132,208 80,910 Income tax expense (benefit) $ 434,320 $ 132,208 $ (732,868 ) * This amount represents profit before income tax after adjustments for non-deductible and non-taxable expense items from the Thailand operating entity. Deferred tax assets and liabilities are comprised of the following: As of December 31, 2023 2022 Provision for employee benefits $ 982,013 $ 965,560 Net operating loss carried forward 893,693 671,894 Valuation allowance (724,866 ) - Deferred tax assets 1,150,840 1,637,454 Less: Deferred tax liabilities - finance leases (65,363 ) (125,701 ) Deferred tax assets, net $ 1,085,477 $ 1,511,753 |
Provision for Employee Benefits
Provision for Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Provision for Employee Benefits [Abstract] | |
PROVISION FOR EMPLOYEE BENEFITS | 18. PROVISION FOR EMPLOYEE BENEFITS Prior to March 30, 2022, the Company had a retired benefit plan (“Plan A”), another plan (“Plan B”) was established in 2022, 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. According to IAS 19 (Revised 2017), the use of Projected Unit Credit (PUC) Cost Method is required in order to determine the actuarial liability based on past service and expected future salary. Thus, the actuarially acceptable assumptions on salary scale are needed. Actuarial assumptions on other components of the benefit formulas are also required to measure the obligation such as demographic assumptions and financial assumptions. All of these assumptions are important because they are directly related to a possibility of actuarial gains and losses. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the employees render the related service. The following assumptions have been adopted for Plan A’s actuarial valuation: Demographic Assumptions: 1. Mortality Table (Annual Death Rate): Male and Female Thai Mortality Ordinary Tables of 2017 (TMO 2017) which is the latest mortality table from the Office of Insurance Commission in Thailand. 2. Annual Disability Rate: 5% of the Male and Female TMO 2017. 3. Annual Voluntary Resignation: Age related rates as follows. Age Group (Years) Annual Voluntarily Annual Voluntarily Below 31 17 % 24 % 31-40 8 % 16 % 41-50 6 % 13 % Above 50 0 % 0 % Financial Assumptions: 1. Discount Rate: Single weighted average discount rate is 2.85% per year based on the zero coupon yield rate of government bonds in Thailand from the Thai Bond Market Association (Thai BMA) as of December 31, 2023. Duration (or single weighted average remaining time to retire) is 20.31 years. 2. Salary Increase Rate: 1.70% per year. The projected salary is calculated at the time of retirement or forced resignation. 3. Taxes payable by the plan: The contributions are not a tax-deductible expense according to the Revenue Department in Thailand so there are no taxes payable by the plan Movement in the present value of Plan A’s retired benefit obligation: As of December 31, 2023 2022 Defined benefit obligations at January 1, $ 4,827,800 $ 5,827,355 Transfer to R&I - (19,304 ) Benefits paid during the year (578,457 ) (922,305 ) Current service costs 442,700 459,975 Interest 121,651 110,483 Past service cost and gain on settlement 37,677 155,697 Actuarial gain (loss) 3,431 (559,544 ) Exchange differences 55,265 (224,557 ) Defined benefit obligations at December 31, $ 4,910,067 $ 4,827,800 The following table presents the sensitivity analysis for each significant actuarial assumption with a variation of 1.0% in the assumptions as of the end of the reporting period: For the year ended December 31, 2023 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 4,526,095 $ (383,972 ) -7.82 -1 $ 5,354,805 $ 444,737 9.06 Salary Increase Rate 1 5,197,550 287,483 5.86 -1 4,658,682 (251,385 ) -5.12 Turnover Rate 1 4,749,274 (160,793 ) -3.27 -1 4,961,641 51,574 1.05 Life Expectancy +1 Year 4,920,291 10,224 0.21 -1 Year 4,899,921 (10,146 ) -0.21 For the year ended December 31, 2022 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 4,500,166 $ (327,634 ) -6.79 -1 $ 5,201,435 $ 373,635 7.74 Salary Increase Rate 1 5,064,621 236,821 4.91 -1 4,617,667 (210,133 ) -4.35 Turnover Rate 1 4,683,817 (143,983 ) -2.98 -1 4,871,730 43,930 0.91 Life Expectancy +1 Year 4,837,009 9,207 0.19 -1 Year 4,818,657 (9,143 ) -0.19 For the year ended December 31, 2021 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 5,406,718 $ (412,414 ) -7.09 -1 $ 6,291,799 $ 472,667 8.12 Salary Increase Rate 1 6,141,412 322,280 5.54 -1 5,534,865 (284,267 ) -4.89 Turnover Rate 1 5,596,605 (222,526 ) -3.82 -1 5,905,978 86,846 1.49 Life Expectancy +1 Year 5,832,121 12,989 0.22 -1 Year 5,806,228 (12,904 ) -0.22 Maturity profile of the defined benefit obligation as of December 31, are as follow: Year Defined 2024 $ 362,284 2025 321,130 2026 276,878 2027 360,796 2028 248,829 2029 252,801 2030 356,732 2031 548,682 2032 253,819 2033 212,944 2034-2048 13,008,757 >2048 8,081,234 The following assumptions have been adopted for Plan B’s actuarial valuation: Demographic Assumptions: 1. Mortality Table (Annual Death Rate): Male and Female Thai Mortality Ordinary Tables of 2017 (TMO 2017) which is the latest mortality table from the Office of Insurance Commission in Thailand. 2. Annual Disability Rate: 5% of the Male and Female TMO 2017. 3. Annual Voluntary Resignation: Age related rates as follows. Age Group (Years) Annual Voluntarily Below 31 24 % 31-40 16 % 41-50 13 % Above 50 0 % Financial Assumptions: 1. Discount Rate: Single weighted average discount rate is 3.03% per year based on the zero coupon yield rate of government bonds in Thailand from the Thai Bond Market Association (Thai BMA) as of December 31, 2023. Duration (or single weighted average remaining time to retire) is 26.48 years. 2. Salary Increase Rate: 1.70% per year. The projected salary is calculated at the time of retirement or forced resignation. 3. Taxes payable by the plan: The contributions are not a tax-deductible expense according to the Revenue Department in Thailand so there are no taxes payable by the plan Movement in the present value of Plan B’s retired benefit obligation: As of December 31, 2023 2022 Defined benefit obligations at January 1, $ 21,814 $ - Transfer from GF Cash (CIT) - 19,304 Benefits paid during the year (2,884 ) - Current service costs 4,876 1,971 Interest 607 285 Past service cost and loss on settlement 2,491 - Actuarial loss (1,298 ) - Exchange differences 309 254 Defined benefit obligations at December 31, $ 25,915 $ 21,814 The following table presents the sensitivity analysis for each significant actuarial assumption with a variation of 1.0% in the assumptions as of the end of the reporting period: For the year ended December 31, 2023 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 23,156 $ (2,760 ) -10.65 -1 $ 29,123 $ 3,208 12.38 Salary Increase Rate 1 28,622 2,707 10.45 -1 23,565 (2,351 ) -9.07 Turnover Rate 1 24,032 (1,883 ) -7.27 -1 26,976 1,061 4.09 Life Expectancy +1 Year 26,000 84 0.32 -1 Year 25,832 (84 ) -0.32 For the year ended December 31, 2022 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 19,346 $ (2,469 ) -11.32 -1 $ 24,710 $ 2,896 13.27 Salary Increase Rate 1 24,176 2,362 10.83 -1 19,782 (2,032 ) -9.32 Turnover Rate 1 20,142 (1,672 ) -7.67 -1 22,799 985 4.51 Life Expectancy +1 Year 21,887 73 0.33 -1 Year 21,742 (72 ) -0.33 Maturity profile of the defined benefit obligation as of December 31, are as follow: Year Defined 2024 $ - 2025 - 2026 - 2027 - 2028 - 2029 - 2030 - 2031 - 2032 - 2033 - 2034-2048 311,388 >2048 286,118 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | 19. SHAREHOLDERS’ EQUITY Equity transactions in fiscal year 2023: On January 31, 2023, the shareholders of the Company approved a 1 for 40 share consolidation of the Company’s authorized and issued ordinary shares whereby every forty shares were consolidated into one share (the “2023 share consolidation”). In addition, the par value of each ordinary share increased from $0.003 to $0.12. The financial statements and all share and per share amounts have been retroactively restated to reflect the Share Consolidation. On January 31, 2023, in addition to the 2023 share consolidation, the shareholders of the Company also approved: ● a proposal to resolve fractional entitlements to the Company’s issued ordinary shares resulting from the 2023 share consolidation – under the proposal, fractional shares will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, with fair value being defined as the closing price of the ordinary shares on a post-share consolidation basis on the applicable trading market on the first trading date of the Company’s ordinary shares following the effectiveness of the 2023 share consolidation; and ● an increase in the Company’s authorized ordinary shares from 7,500,000 to 300,000,000. The 2023 share consolidation was consummated under Cayman Islands law on January 31, 2023. Below is a reconciliation of the effect of the retroactive adjustments. Consolidated Balance Sheets as of December 31, 2022 Pre-share Adjustments Post-share (Deficit) Equity Number of ordinary shares – authorized 300,000,000 (292,500,000 ) 7,500,000 Number of ordinary shares – issued and outstanding 64,770,529 (63,151,552 ) 1,618,977 Par value $ 0.003 $ 0.117 $ 0.12 Consolidated Statements of Profit or Loss for the year ended December 31, 2022 Pre-share consolidation Adjustments Post-share consolidation Loss per share Basic and diluted loss for the year attributable to ordinary equity holders of the Company $ (0.37 ) $ (14.60 ) $ (14.97 ) Weighted average number of shares used in computation: Basic and diluted 49,605,434 (48,365,582 ) 1,239,852 Consolidated Statements of Profit or Loss for the year ended December 31, 2021 Pre-share consolidation Adjustments Post-share consolidation Loss per share Basic and diluted loss for the year attributable to ordinary equity holders of the Company $ (0.31 ) $ (11.59 ) $ (11.90 ) Weighted average number of shares used in computation: Basic and diluted 17,537,238 (17,076,519 ) 460,719 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 23) 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. 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. In connection with the Loan Conversion Agreement with WK Venture, WK Venture agreed to convert the entire loan amount and accrued unpaid interest to the Company’s ordinary shares at a conversion price of $5.40 per share (Note 14). The Company issued 2,947,150 ordinary shares to WK Venture in October 2023. A total of 128,901 warrants were exercised during the year ended December 31, 2023. No warrants were exercised subsequently from December 31, 2023 to the date of this report. As of December 31, 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. Equity transactions subsequent to fiscal year 2023: The Company completed the separation with Handshake that the returning 1,091 restricted ordinary shares was cancelled on March 4, 2024 (Note 1). On March 6, 2024, the Company issued an aggregate number of 120,000 restricted ordinary shares to three independent directors on the Board of Directors, representing 60,000 restricted ordinary shares for their service performed in 2023 and 60,000 restricted ordinary shares for their service to be performed in 2024 Equity transactions in fiscal year 2022: On June 16, 2022, a total of 3,780,000 shares were issued to acquire 100% of the equity interests in Beijing Wanjia. As a result of the 2023 share consolidation, consideration became a total of 94,500 shares issued. On June 16, 2022, a total of 9,720,000 shares were issued as a deposit to acquire 100% of the equity interests in seven Kewei Group companies. On September 13, 2022, the Company and the shareholders of seven Kewei Group companies signed a termination agreement to terminate such acquisition. After the 2023 share consolidation, the 9,720,000 shares issued became 243,000 shares, which were returned and cancelled on February 13, 2023 (see Note 23). On May 24, 2022, a total of 113 shares were cancelled as per shareholders’ request. As a result of the 2023 share consolidation, the cancelled shares became 2 shares. On April 8, 2022, the Company completed another private placement with certain investors that the Company agreed to sell to such investors an aggregate of 8,739,351 ordinary shares. As a result of the 2023 share consolidation, ordinary shares issued to certain investors became a total of 218,484 shares. On March 14, 2022, a total of 2,142,582 shares were issued to acquire 100% of the equity interests in Shenzhen GFAI and Guangzhou GFAI. As a result of the 2023 share consolidation, consideration became a total of 53,571 shares issued. On February 25, 2022 and April 26, 2022, the Company issued 10,000 and 10,000 ordinary shares, respectively, totaling 20,000 ordinary shares to the vendor as compensation for serving the Company. As a result of the 2023 share consolidation, compensation expense became a total of 500 shares issued (Note 20). On January 25, 2022, the Company granted and issued 260,000 restricted ordinary shares to certain employees under the Company’s 2022 Equity Incentive Plan. As a result of the 2023 share consolidation, the number of restricted ordinary shares issued to certain employees became a total of 6,500 shares (Note 20). On January 20, 2022, the Company completed a private placement with certain investors to issue (i) 7,919,997 ordinary shares; and (ii) 11,879,993 ordinary shares issuable upon the exercise of warrants, at an exercise price of $1.30 per share. As a result of the 2023 share consolidation, ordinary shares issued to certain investors became a total of 197,999 shares the exercise price of warrants became $52 to purchase 1 share. After the two private placements and the issuance of a convertible note (Note 15), the exercise price of both the Company’s IPO warrants which were issued on September 28, 2021 and private warrants which were issued on January 20, 2022, were adjusted to $0.16 and $0.18, respectively pursuant to the antidilution provisions of warrants. As a result of the 2023 share consolidation, the exercise price was proportionately increased from $0.16 to $6.40 and from $0.18 to $7.20, respectively. If any holder exercises one warrant, one-40 th On July 12, 2022, the Company entered into warrant solicitation inducement letters with several investors that are existing holders of its warrants through the private placement on January 20, 2022 (“Private Warrants”) wherein the investors agreed to exercise 5,581,918 outstanding warrants to purchase an aggregate of 5,581,918 ordinary shares for cash, at an exercise price reduced by the Company from $1.15 per share to $0.238 per share. As a result of the 2023 share consolidation, the purchased ordinary shares became a total of 139,547 shares, the exercise price became $46 per share to $9.52 per share after the 2023 share consolidation adjustment. In consideration for the immediate exercise of the existing warrants for cash, the Company issued one-half (1/2) of an ordinary share for each warrant exercise. As a result, the exercising holders received approximately 2,790,959 ordinary shares as share consideration. As a result of the 2023 share consolidation, consideration became a total of 69,773 shares issued. The Company received aggregate net proceeds of approximately $1.23 million. As a result of the warrant exercise, the exercise price of the Company’s warrants issued through the initial public offering on September 28, 2021 (“Public Warrants”) were adjusted to $0.16 and the exercise price of the Company’s Private Warrants were adjusted to $0.18. As a result of the 2023 share consolidation, the exercise price was proportionately increased from $0.16 to $6.40 and from $0.18 to $7.20, respectively. If any holder exercises one warrant, one-40 th Including the warrant solicitation inducement, a total of 8,195,641 warrants were exercised during the year ended December 31, 2022. 6,007,942 warrants were exercised subsequently from January 1, 2023 to the date of this report. As of December 31, 2022 and the date of this report, we have an aggregate of 8,021,701 and 2,013,759 warrants issued and outstanding, respectively. Equity transactions in fiscal year 2021: On August 20, 2021, the shareholders of the Company approved a 1 for 3 share consolidation (the “2021 share consolidation”) of the Company’s authorized and issued ordinary shares whereby every three shares were consolidated into one share. In addition, the par value of each ordinary share increased from $0.001 to $0.003. After the 2023 share consolidation, the par value of each ordinary share became $0.12. The financial statements and all share and per share amounts have been retroactively restated to reflect the 2021 share consolidation. On August 20, 2021, in addition to the 2021 share consolidation, the shareholders of the Company also approved: ● a proposal to resolve fractional entitlements to the Company’s issued ordinary shares resulting from the Share Consolidation – under the proposal, fractional shares will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, with fair value being defined as the closing price of the ordinary shares on a post-share consolidation basis on the applicable trading market on the first trading date of the Company’s ordinary shares following the effectiveness of the 2021 share consolidation; and ● an increase in the Company’s authorized ordinary shares from 100,000,000 to 300,000,000. After the 2023 share consolidation, the Company’s authorized ordinary shares became 7,500,000. On March 25, 2021, a total of 43,700 shares were issued to acquire a majority stake in Handshake. As a result of the 2021 and 2023 share consolidation, consideration became a total of 1,091 shares issued. On September 28, 2021, the Company completed an initial public offering to issue 3,614,458 units, each unit consisting of one of our ordinary shares, par value $0.003 per share, and a warrant to purchase one ordinary share at $4.15 per unit for aggregate gross proceeds of approximately $15 million. Each ordinary share is being sold together with one warrant to purchase one ordinary share. Each whole share exercisable pursuant to the warrants will have an exercise price per share at $5.1875, equal to 125% of the initial public offering price. The warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. As a result of the 2023 share consolidation, the unit sold became 90,309 with par value became $0.12 per share. A warrant to purchase one ordinary share became $166 and the exercise price per share of each whole share exercisable pursuant to the warrants became $207.50. The fair value of the warrants, determined using the Black-Scholes valuation model, was $0.46 per warrant. The significant inputs into the model were share price as shown above, the exercise price as shown above, volatility of 17.06%, expected warrant life of 5 years, and an annual risk-free interest rate of 2.5%. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of Nasdaq-100 companies between 2015 – 2019. As a result of the 2023 share consolidation, the fair value of the warrants became $18.40 per warrant. As of December 31, 2019, 16,666,663 ordinary shares were issued at par value of $0.003, equivalent to share capital of $50,000. On February 5, 2020, the shareholders of the Company authorized an increase in the authorized shares of the Company from 16,666,663 ordinary shares to 100,000,000 ordinary shares. In March 2020, the Company issued 689,427 ordinary shares (see Note 18) at par value. Total ordinary shares issued as of December 31, 2020 was 17,356,090, equivalent to share capital of approximately $52,069. As of December 31, 2021 and 2020, subscription receivable for these shares was $50,000. There is no definitive due date to pay up the receivables. During 2020, the Company recorded a capital distribution to the controlling shareholder for approximately $380,000, representing the amount of a related party receivable/loan written off. As a result of the 2021 and 2023 share consolidation, ordinary shares issued as of December 31, 2019 became 416,442 at par value became $0.12. Shares issued in March 2020 became 17,235. The increased authorized shares of the Company became 2,500,000. Total ordinary shares issued as of December 31, 2020 became 433,677. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 20. STOCK-BASED COMPENSATION Stock-based compensation in fiscal year 2023: On August 31, 2023, the Company granted a total of 60,000 restricted ordinary shares to three independent directors on the Board of Directors for their service performed in 2023 under the Company’s 2022 Equity Incentive Plan. This stock-based compensation expense amounting to $271,800 was recorded on the Company’s consolidated statements of profit or loss. On March 6, 2024, the Company issued an aggregate number of 120,000 restricted ordinary shares to three independent directors, representing 60,000 restricted ordinary shares for their service performed in 2023 and 60,000 restricted ordinary shares for their service to be performed in 2024. During the year ended December 31, 2023, a provision for stock-based compensation of $830,000 was made according to the management plan to grant restricted shares to officers and certain employees based on their performance in 2023 under the Company’s 2022 Equity Incentive Plan (Note 13). This stock-based compensation expense amounting to $830,000 was recorded on the Company’s consolidated statements of profit or loss. The number of restricted shares to be granted was determined subsequent to December 31, 2023. On March 14, 2024, the Board of Directors approved the number of restricted shares to be granted to each individual. As of the date of this report, the Company has yet issued the restricted ordinary shares. Stock-based compensation in fiscal year 2022: On January 25, 2022, the Company granted and issued 260,000 restricted ordinary shares to certain employees under the Company’s 2022 Equity Incentive Plan. This stock-based compensation expense was $238,914. As a result of the 2023 share consolidation, the number of restricted ordinary shares issued to certain employees became a total of 6,500 shares. On October 25, 2021, the Company entered into an agreement with a third party vendor to provide investor relations services for a term of one-year. The agreement was terminated on May 7, 2022. During the year ended December 31, 2022, the Company issued 20,000 ordinary shares to the vendor as compensation for serving the Company. This stock-based compensation expense was $13,181. As a result of the 2023 share consolidation, compensation resulted in 500 shares being issued. Stock-based compensation in fiscal year 2021: On December 16, 2019, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with VCAB Eight Corporation, a Texas corporation (“VCAB”), pursuant to which, subject to certain preconditions being satisfied, it was agreed that VCAB would merge with and into the Company. The main objective of the Merger was to increase the Company’s shareholder base to, among other things, assist the Company in satisfying the listing standards of a national security exchange in the United States. The Merger was completed effective on March 10, 2020, and the separate existence of VCAB ceased on that date. As consideration for the Merger, the Company agreed to issue an aggregate of 877,021 shares of capital stock (“Plan Shares’) to VCAB’s claim holders. As of December 31, 2020, the Company has issued 689,427 of the Plan Shares to approximately 670 designated and Bankruptcy Court approved claim holders. During 2021, the Company issued 187,594 of the Plan Shares to additional claim holders upon their approval by the Bankruptcy Court. Following the completion of this process, the Company has approximately 1,300 holders of its outstanding ordinary shares. The Company recorded the fair value of the shares in connection to the 877,025 shares issued in the merger transaction of $18,826 as stock-based compensation expense. As a result of the 2021 and 2023 share consolidation, the agreed number of Plan shares became 21,924. The Company issued 17,235 of the Plan Shares and the remaining Plan Shares issued became 4,689 shares. On January 8, 2020, Guardforce AI Service Ltd. entered into agreements with and transferred 833,333 shares each, totaling 1,666,666 of the Company’s ordinary shares, to, Mr. Terence Wing Khai Yap, the Company’s Chairman and Ms. Lei Wang, the Company’s Chief Executive officer. The shares, deemed as issuances by the Company, were transferred to Mr. Yap and Ms. Wang as compensation for serving in their roles as the Company’s Chairman and Chief Executive Officer, respectively. The Company accounted for these transfers as stock-based compensation expense; the aggregate charge was $46,341, representing the fair value of the shares being transferred. As a result of the 2021 and 2023 share consolidation, the number of ordinary shares transferred to Mr. Yap and Ms. Wang became 20,833 shares each, totaling 41,666 shares. On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of Guardforce AI Co. Limited from Guardforce AI Technology to Profit Raider Investments Limited (“Profit Raider”) to fulfil a short-term borrowing transaction (see Note 21). This transfer is deemed an issuance by the Company and the Company recorded a charge of stock-based compensation expense of $35,769. As a result of the 2021 and 2023 share consolidation, the number of ordinary shares transferred to Profit Raider became 41,666 shares. |
Selling, Distribution and Admin
Selling, Distribution and Administrative Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Selling, Distribution and Administrative Expenses [Abstract] | |
SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES | 21. SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES For the years ended 2023 2022 2021 Staff expense $ 6,392,020 $ 6,753,737 $ 3,310,362 Rental expense 536,272 452,137 2,564 Depreciation and amortization expense 2,439,986 2,997,945 1,261,988 Utilities expense 87,327 72,550 91,180 Travelling and entertainment expense 445,714 600,362 145,247 Professional fees 1,434,367 2,086,279 1,164,536 Repairs and maintenance 68,696 57,782 69,805 Other service fees 322,894 433,822 240,328 Research and development expense 169,511 99,947 - Other expenses* 1,013,688 989,687 888,280 $ 12,910,475 $ 14,544,248 $ 7,174,290 * Other expenses mainly comprised of office expenses, stamp duties, training costs, etc. |
Legal Reserve
Legal Reserve | 12 Months Ended |
Dec. 31, 2023 | |
Legal Reserve [Abstract] | |
LEGAL RESERVE | 22. 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 December 31, 2023 and 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. During the years ended December 31, 2023 and 2022, the Company did not accrue any legal reserve. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 23. RELATED PARTY TRANSACTIONS The table below sets forth the major related parties and their relationships with the Company as of December 31, 2023: Name of related parties Relationship with the Company Tu Jingyi (“Mr. Tu”) Shareholder of the Company Guardforce AI Technology Limited Holding Company Guardforce AI Service Limited Holding Company Shenzhen Intelligent Guardforce Robot Technology Co., Limited Controlled by Mr. Tu Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries Controlled by Mr. Tu Nanjing Zhongzhi Yonghao Robot Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Nanchang Zongkun Intelligent Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Sichuan Qiantu Guardforce Robot Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company CSF Mingda Technology Co., Ltd Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Zhongzhi Yonghao Robot Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Qianban Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Guardforce Security Service (Shanghai) Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Guardforce Qiyun Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shanghai Yongan Security Alarm System Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Guardforce Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Guardforce Holdings (HK) Limited Controlled by Mr. Tu’s father Guardforce TH Group Company Limited Mr. Tu’s father is the majority shareholder Guardforce Security (Thailand) Company Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Guardforce Aviation Security Company Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Perfekt Technology & System Co., Ltd. Mr. Tu’s father is the majority shareholder of its ultimate holding company InnoAI Technology (Shenzhen) Co., Ltd. Controlled by Jia Lin, President of the Company The principal related party balances as of December 31, 2023 and 2022 and transactions for the years ended December 31, 2023, 2022 and 2021 are as follows: Amounts due from related parties: As of December 31, 2023 2022 Guardforce TH Group Company Limited (c) $ 1,804 $ 894 Guardforce AI Technology Limited (c) - 423 Guardforce AI Service Limited (c) - 423 Shenzhen Intelligent Guardforce Robot Technology Co., Limited (a) - 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) 10,834 11,129 $ 2,172,638 $ 14,508,873 (a) Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”) comprised of $2,382,592 representing prepayments for the purchase of robots from CIOT, $2,773,560 receivables in connection with the robots returned to CIOT and $481,375 expense paid on behalf of CIOT. On December 31, 2023, the Company made a full allowance for doubtful debts of $5,637,527 on the amount due from CIOT. (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 were paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%) at $2.00 per share. During the year ended December 31, 2022, the Company fully paid the purchase considerations. Cash amount of $2,160,000 was paid and 9,720,000 restricted ordinary shares of the Company were issued. After the 2023 share consolidation, the 9,720,000 shares issued became 243,000 shares. The restricted ordinary shares issued were valued at $0.50 per share, as a result of the 2023 share consolidation, the value became $20 per share, based on the market share price at the issuance date, the equity portion of the deposit paid for business acquisitions was $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 were agreed to be returned within 90 days of the signing of the termination agreement. On February 13, 2023, after the 2023 share consolidation, 243,000 restricted ordinary shares amounting to $4,860,000 were returned to and cancelled by the Company. (c) Amounts due from these related parties represent business advances for operational purposes. On May 25, 2023 and December 27, 2023, the Company, Mr. Tu and these related parties agreed to offset certain receivable and payable balances. Amounts due to related parties: As of December 31, 2023 2022 Tu Jingyi (a) $ 152,725 $ 210,028 Guardforce Holdings (HK) Limited (b) 43,337 394,016 Guardforce Security (Thailand) Company Limited (c) 74,429 77,413 Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (d) 2,528,916 2,403,555 Shenzhen Zhongzhi Yonghao Robot Co., Ltd. (e) 63,718 394,151 Shenzhen Qianban Technology Co., Ltd. (e) - 99,733 Guardforce Security Service (Shanghai) Co., Ltd. (e) 35,225 267,764 Shenzhen Guardforce Qiyun Technology Co., Ltd. (e) - 189 Shanghai Yongan Security Alarm System Co., Ltd. (e) - 21,842 Guardforce Aviation Security Company Limited (c) 156 - $ 2,898,506 $ 3,868,691 (a) Amount due to Tu Jingyi (“Mr. Tu”) represents accrued interest on loans. During the year ended December 31, 2023, the Company repaid $78,863 to Mr. Tu to settle a portion of accrued interest outstanding as of December 31, 2022. Interest accrued for the year ended December 31, 2023 was $21,560. (b) As of December 31, 2023, amount due to Guardforce Holdings (HK) Limited represents the interest accrued for the year December 31, 2023. During the year ended December 31, 2023, the Company had fully repaid the outstanding balance as of December 31, 2022, which comprised of $195,398 advances made and $198,618 accrued interests on loans. (c) Amounts due to Guardforce Security (Thailand) Company Limited, Guardforce Aviation Security Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by related parties. (d) Amounts due to Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Keiwei”) and its subsidiaries comprised of $2,754,489 representing trade payables for the purchase of robots from a related party and $5,600 expense paid on behalf by a related party, offset with receivable balance of (i) $151,265 from the return of robots to Shenzhen Kewei; (ii) $68,350 robots rental fee charged to Shenzhen Kewei; and (iii) $11,558 expense paid expense paid on behalf of Shenzhen Kewei. (e) Amounts due to related parties represent business advances for operational purposes. Short-term borrowing from a related party: As of December 31, 2023 2022 Guardforce Holdings (HK) Limited (a) $ 1,666,846 $ 3,148,500 Tu Jingyi (c) 1,437,303 - $ 3,104,149 $ 3,148,500 Long-term borrowings from related parties: As of December 31, 2023 2022 Guardforce Holdings (HK) Limited (b) $ - $ 18,346 Tu Jingyi (c) - 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $40,458, $27,350 and $54,700, respectively. This loan is classified as short-term borrowing from a related party. Pursuant to the repayment plan provided by Mr. Tu on March 1, 2023, Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited and borrowings from Mr. Tu if Mr. Tu is unable to settle the amount due from his controlled entities in full as of December 31, 2023. In execution of the repayment plan, on May 25, 2023, the Company and Mr. Tu made an arrangement to legally offset the Company’s related party payables with the borrowings from Guardforce Holdings (HK) Limited (the “Netting Arrangement”). 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $2,757, $4,135 and $8,270, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $122, $183 and $14,940, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $21,560, $10,780 and $21,560, respectively. Pursuant to the settlement agreement (Note 28), management of the Company plans to repay this loan within 12 months, therefore, this loan is classified as short-term borrowing from a related party. Related party transactions: For the years ended Nature 2023 2022 2021 Service/ Products received from related parties: Guardforce Security (Thailand) Company Limited (a) $ 918,536 $ 792,499 $ 763,256 Guardforce Aviation Security Company Limited (b) 1,643 4,052 5,739 Perfekt Technology & System Co., Ltd. (c) - - 6,850 Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases (d) 6,178 5,964,199 5,702,103 Shenzhen Kewei Robot Technology Co., Limited – Purchases (e) 93,633 1,196,450 - Shenzhen Kewei Robot Technology Co., Limited – ICP (f) - 3,000,000 - InnoAI Technology (Shenzhen) Co., Ltd. (g) 49,000 - - $ 1,068,990 $ 7,823,592 $ 6,477,948 Service/ Products delivered to related parties: Guardforce Limited (h) - - 12,846 GF Technovation Company Limited (h) 231 146,243 98,781 Shenzhen Kewei Robot Technology Co., Limited (i) 68,594 - - $ 68,825 $ 146,243 $ 111,627 Nature of transactions: (a) Guardforce Security (Thailand) Co., Ltd. provided security guard services to the Company. (b) Guardforce Aviation Security Co., Ltd. provided escort services to the Company. (c) Perfekt Technology & System Co., Ltd. provided security equipment to the Company. (d) The Company paid $13,219,105 to Shenzhen Intelligent Guardforce Robot Technology Co., Limited for the purchase of robots, in which robots amounting to $4,481,346 had yet to be delivered, and robots amounting to $2,773,560 were returned by the Company. (e) The Company paid $1,785,617 to Shenzhen Kewei Robot Technology Co., Limited for the purchase of robots amounting to $1,611,782, in which robots amounting to $415,332 were returned by the Company. (f) On February 8, 2022, the Company entered into a Commission Development Agreement with Shenzhen Kewei Robot Technology Co., Limited 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 in 2022 as a one-time lump sum payment upon the execution of the agreement. (g) InnoAI Technology (Shenzhen) Co., Ltd. provided ERP and IT support services to the Company. (h) The Company sold robots to GF Technovation Company Limited. (i) The Company rented robots to Shenzhen Kewei Robot Technology Co., Limited. (j) In late 2023, Mr. Tu and his controlled companies filed various complaints against the Company with the courts in China and Hong Kong as follows: (i) disputes on certain purchase related contracts with Shenzhen Kewei Robot Technology Co., Limited that Mr. Tu claimed for an aggregate amount of $3.32 million; (ii) disputes on certain purchase related contracts with Shenzhen Intelligent Guardforce Robot Technology Co., Limited that Mr. Tu claimed for an aggregate amount of $0.09 million; and (iii) objection to the process on removing Mr. Tu as director for two subsidiaries, namely GFAI Robot Service (Hong Kong) Limited and Guardforce AI (Hongkong) Co., Limited. In November 2023, correspond to the disputes on certain purchase related contracts with Shenzhen Kewei Robot Technology Co., Limited, the court in China froze all the bank accounts of Shenzhen GFAI and Robot Service Shenzhen. The Company has sought legal advice to resolve these legal disputes through mediation. On March 22, 2024, the Company reached a settlement with Mr. Tu, including Mr. Tu agreeing to withdraw all the claims against the Company. On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company, and the freeze on all of the bank accounts of Shenzhen GFAI and Robot Service Shenzhen were lifted on April 2, 2024 (Note 28). Therefore, no provision has been made for these liabilities in the financial statements. |
Consolidated Segment Data
Consolidated Segment Data | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Segment Data [Abstract] | |
CONSOLIDATED SEGMENT DATA | 24. CONSOLIDATED SEGMENT DATA Selected information by segment is presented in the following tables for the years ended December 31, 2023, 2022 and 2021: For the years ended 2023 2022 2021 Revenues (1) Secured logistics $ 31,892,550 $ 30,907,623 $ 34,300,213 Robotics AI solutions 757,284 1,272,236 368,659 General security solutions 3,630,668 1,785,789 - $ 36,280,502 $ 33,965,648 $ 34,668,872 (1) Revenue excludes intercompany sales. For the years ended 2023 2022 2021 Operating loss Secured logistics $ (1,895,092 ) $ (1,353,365 ) $ (808,162 ) Robotics AI solutions (21,773,699 ) (11,227,391 ) (1,072,133 ) General security solutions (936,390 ) (178,580 ) - Corporate and others (1) (4,697,597 ) (4,066,903 ) (1,872,155 ) Operating loss from continuing operations $ (29,302,778 ) $ (16,826,239 ) $ (3,752,450 ) Total other income from four segments 461,926 87,616 292,732 Foreign exchange gains (losses), net: - Secured logistics 241,813 (629,844 ) (1,814,948 ) - Robotics AI solutions 55,567 37,503 (1,511 ) - Corporate and others 7,646 1,376 (3,202 ) Finance costs: - Secured logistics (510,818 ) (802,438 ) (885,183 ) - Robotics AI solutions (14,431 ) (22,695 ) (2,793 ) - General security solutions (857 ) (946 ) - - Corporate and others (127,268 ) (315,751 ) (96,867 ) Loss before income tax from continuing operations (29,189,200 ) (18,471,418 ) (6,264,222 ) Provision for income tax (expense) benefit (434,320 ) (132,208 ) 732,868 Net loss for the year from continuing operations (29,623,520 ) (18,603,626 ) (5,531,354 ) Net profit (loss) for the year from discontinued operations – Information security segment 34,138 (62,432 ) 39,700 Net loss for the year (29,589,382 ) (18,666,058 ) (5,491,654 ) Net loss attributable to the non-controlling interest 17,721 101,264 9,727 Net loss attributable to equity holders of the Company (29,571,661 ) (18,564,794 ) (5,481,927 ) (1) Includes impairment of goodwill on acquired subsidiaries, non-cash compensation expense, professional fees and consultancy fees for the Company. Non-cash compensation expense of $1,101,800, $252,095 and $ nil Depreciation and amortization by segment for the year ended December 31, 2023, 2022 and 2021 are as follows: For the years ended 2023 2022 2021 Depreciation and amortization: Secured logistics $ 3,256,128 $ 3,373,660 $ 4,407,085 Robotics AI solutions 1,738,563 2,497,153 625,557 General security solutions 248,549 110,594 - $ 5,243,240 $ 5,981,407 $ 5,032,642 Total assets by segment as of December 31, 2023 and 2022 are as follows: Total assets As at December 31, 2023 2022 Secured logistics $ 21,613,383 $ 25,315,845 Robotics AI solutions 3,127,857 23,577,547 General security solutions 2,836,403 4,260,811 Corporate and others 18,035,342 7,397,254 Information security 201,963 * 615,517 $ 45,814,948 $ 61,166,974 * As of December 31, 2023, the total assets for information security segment were presented as assets held for sale on the consolidated balance sheets. Total non-current assets by geographical segment as of December 31, 2023 and 2022 are as follows: Total non-current assets As at December 31, 2023 2022 The PRC (including Hong Kong and Macau) $ 3,289,170 $ 11,234,176 Thailand 10,472,012 14,223,714 Other countries 933,174 446,020 $ 14,694,356 $ 25,903,910 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 25. COMMITMENTS AND CONTINGENCIES Executives/directors agreements The Company has several employment agreements with executives and directors with the latest expiring in 2026. 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 December 31, are as follows: Amount Years ending December 31: 2024 $ 1,446,590 2025 633,744 Total minimum payment required $ 2,080,334 Contracted expenditure commitments The Company’s contracted expenditures commitments as of December 31, 2023 but not provided in the consolidated financial statements are as follows: Payments Due by Period Less than More than Contractual Obligations Nature Total 1 year 1-2 years 3-5 years 5 years Service fee commitments (a) $ 398,521 $ 246,592 $ 151,929 $ - $ - Operating lease commitments (b) 3,121,052 1,927,835 1,124,445 68,772 - Purchase commitments (c) 3,079,373 3,079,373 - - - $ 6,598,946 $ 5,253,800 $ 1,276,374 $ 68,772 $ - (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 is comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which will expire in August 2025. (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 (“CIOT”) and Shenzhen Kewei Robot Technology Co., Ltd. (“Shenzhen Kewei”) to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. These agreements with CIOT and Shenzhen Kewei will become void upon fulfillment of the settlement agreement. Bank guarantees As of December 31, 2023 and 2022, the Company had commitments with banks for bank guarantees in favor of government agencies and others of approximately $4,547,000 and $3,467,000, respectively. Litigation As of the date of this report, the Company is a defendant in various labor related lawsuits in Thailand and China totaling approximately $0.14 and $0.07 million, respectively. In addition, the Company is a defendant for various lawsuits filed by Mr. Tu, a related party, including various purchase contract related lawsuits totaling approximately $3.32 million in China and totaling approximately $0.09 million in Hong Kong. Apart from the money claims, two lawsuits have been filed in Hong Kong by Mr. Tu as a former director of two of the subsidiaries, namely GFAI Robot Service (Hong Kong) Limited and Guardforce AI (Hongkong) Co., Limited, to sue the Company for executing improper director’s removal process and therefore to seek his reinstatement to the Board. Management believes the labor related cases are without merit and is confident that such lawsuits will be dismissed. Regarding the cases with Mr. Tu, the Company had sought legal advice to resolve these legal disputes through mediation and reached a settlement with Mr. Tu on March 22, 2024, including Mr. Tu agreeing to withdraw all the claims against the Company. On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company (Note 28). Therefore, no provision has been made for these liabilities in the financial statements. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 26. CONCENTRATIONS The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021. For the years ended December 31, 2023 % of 2022 % of 2021 % of Company A $ 7,548,954 20.8 % $ 8,093,618 23.8 % $ 9,611,739 27.7 % Company B 5,332,493 14.7 % 5,911,995 17.4 % 6,636,377 19.1 % Company C 3,051,057 8.4 % 3,294,297 9.7 % 3,559,424 10.3 % Company D 4,928,204 13.6 % 4,174,278 12.3 % 4,140,975 12.0 % $ 20,860,708 57.5 % $ 21,474,188 63.2 % $ 23,948,515 69.1 % Details of the customers which accounted for 10% or more of trade receivables are as follows: As of December 31, 2023 % account 2022 % account Company A $ 954,218 16.9 % $ 1,066,264 19.7 % Company B 1,083,965 19.3 % $ 672,314 12.4 % Company E 712,854 12.7 % 556,414 10.3 % $ 2,751,037 48.9 % $ 2,294,992 42.4 % |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 27. DISCONTINUED OPERATIONS On February 6, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to divest its information security business (Note 28). The sale of Handshake was completed on February 6, 2024. At December 31, 2023, Handshake was classified as a disposal group held for sale and as a discontinued operation. The business of Handshake represented the entirety of the Company’s information security operating segment through December 31, 2023, which is excluded from the Company’s segment reporting. The results of Handshake for the years ended December 31, 2023, 2022 and 2021 are presented below: For the years ended 2023 2022 2021 Revenue $ 795,733 $ 512,300 $ 484,318 Cost of sales (178,731 ) (50,342 ) (27,839 ) Gross profit 617,002 461,958 456,479 Selling, distribution and administrative expenses (583,424 ) (523,858 ) (407,753 ) Operating income (loss) 33,578 (61,900 ) 48,726 Other income (expense) 223 1,116 (7,512 ) Foreign exchange gains 423 - (1,514 ) Finance costs (86 ) (1,648 ) - Net profit (loss) from discontinued operations $ 34,138 $ (62,432 ) $ 39,700 The assets and liabilities of Handshake classified as held of sale as at December 31, 2023 is as follows: As of Assets Cash and cash equivalents $ 28,642 Trade receivables 158,216 Other current and non-current assets 15,105 Assets held for sale 201,963 Liabilities Trade and other payables (119,347 ) Other current and non-current liabilities (11,529 ) Liabilities directly associated with assets held for sale (130,876 ) Net assets directly associated with assets held for sale $ 71,087 The following table summarizes the key cash flow components of Handshake for the years ended December 31, 2023, 2022 and 2021: For the year ended 2023 2022 2021 Net cash (outflows) inflows from operating activities $ (53,693 ) $ (91,127 ) $ 149,186 Net cash from investing activities - - - Net cash from financing activities - - - Net (decrease) increase in cash and cash equivalents (53,693 ) (91,127 ) 149,186 Cash and cash equivalents at beginning of year 82,335 173,462 24,276 Cash and cash equivalents at the end of the year $ 28,642 $ 82,335 $ 173,462 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 28. SUBSEQUENT EVENTS Numerous subsequent events disclosures are being made elsewhere in these consolidated financial statements. Subsequent events have been reviewed through the date these consolidated financial statements were issued and required no adjustments or disclosures other than the following (Note 19): On February 6, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”), by and among the Company, Handshake Networking Limited (“Handshake”), and three Hong Kong residents (the “Purchasers”), in which the Company sold 510 ordinary shares of Handshake, representing 51% of the issued and outstanding share capital of the Handshake, to the Purchasers in exchange for (i) $510 Hong Kong dollars (approximately $65) and (ii) the cancellation of 1,091 ordinary shares of the Company beneficially owned by the Purchasers. As a result of this transaction, Handshake ceased to be a subsidiary of the Company. On March 22, 2024, the Company and Tu Jingyi (“Mr. Tu”) agreed on a settlement plan in connection with the balance of related party receivables, related party payables and borrowings with Mr. Tu and his controlled entities, and the lawsuits that Mr. Tu and his controlled entities has filed against the Company (Note 23). The balances in the settlement agreement were calculated as of January 31, 2024. The Company and Mr. Tu have agreed to the following pursuant to the settlement plan: a. The Company will transfer all of the amounts of related party receivables and related party payables with Mr. Tu and his controlled entities group to GFAI Shenzhen; and Mr. Tu and his controlled entities will transfer all of the amounts of related party receivables and related party payables with the Company to CIOT; b. After the transfer of balances under (a) above, the amount that Company due from CIOT was at approximately $9.02 million, and the amount that due to CIOT was approximately at $4.03 million. And after the net-off arrangement with the balances mentioned above, the Company will have a remaining balance due from CIOT approximately at $5.0 million ; c. The Company will repay the borrowings from Mr. Tu and Guardforce Holdings (HK) Limited, including the principal of approximately $3.1 million (Note 23) and all the accrued interest approximately of $0.2 million; d. Mr. Tu will withdraw all of his lawsuits against the Company, and after the withdrawal of the cases, the freeze on all of the bank accounts of Shenzhen GFAI and Robot Service Shenzhen will be lifted. Upon the execution of the settlement plan on March 22, 2024, through the issuance of the financial report, the Company repaid in a total of $2.2 million through four installmants to settle the borrowings from Mr. Tu and Guardforce Holdings (HK) Limited. On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company. In March 2024, the Thailand Revenue Department (“RD”) completed their review and audit on the Company’s request for 2019 withholding tax refund and informed the Company that the approved withholding tax refund amount for the Company’s 2019 withholding taxes was approximately THB 22.0 million (approximately $0.6 million). In addition, the RD informed the Company to settle an aggregate of THB7.9 million (approximately $0.23 million) for the underpayment of withholding taxes of approximately THB5.4 million (approximately $0.16 million) and VAT of approximately THB2.5 million (approximately $0.07 million) relating to a cross-border consultancy agreement executed during August 2019 to January 2022. The RD will deduct THB5.4 million (approximately $0.16 million) from the approved withholding tax refunded amount, and the RD instructed the Company to pay the THB2.5 million (approximately $0.07 million) in cash. The Company has made provision for these amounts during the year ended December 31, 2023. |
Condensed Financial Information
Condensed Financial Information of the Parent Company | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information of the Parent Company[Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | 29 . CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY The Company performed a test of its restricted net assets of the consolidated subsidiaries in accordance with the Securities and Exchange Commission’s Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information of the parent company. The subsidiaries did not pay any dividends to the Company for the periods presented. For the purpose of presenting parent-only financial information, the Company records its investment in its subsidiaries under the equity method of accounting. Such investment is presented on the separate condensed statement of financial position of the Company as “Investment in subsidiaries”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with IFRS have been condensed or omitted. The parent Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023 and 2022. STATEMENTS OF FINANCIAL POSITION – PARENT COMPANY ONLY As of December 31, 2023 2022 (Unaudited) (Unaudited) Assets Cash and cash equivalents $ 15,751,630 $ 332,617 Other receivables 108,215 9,000 Amount due from related parties 3,311,266 7,020,000 Goodwill 411,862 2,679,445 Investment in subsidiaries 10,158,381 14,915,920 Total assets $ 29,741,354 $ 24,956,982 Liabilities and equity Other payables and liabilities $ 1,209,317 $ - Convertible note payable - 1,730,267 Borrowings from related parties 3,300,212 4,033,084 Total liabilities 4,509,529 5,763,351 Equity Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued and outstanding 9,830,373 shares at December 31, 2023; par value $0.12* authorized 7,500,000 shares, issued and outstanding 1,618,977* shares at December 31, 2022 1,179,680 194,313 Subscription receivable (50,000 ) (50,000 ) Additional paid in capital 80,983,164 46,231,302 Legal reserve 223,500 223,500 Warrants reserve 251,036 251,036 Accumulated deficit (58,340,675 ) (28,769,014 ) Accumulated other comprehensive income 985,120 1,112,494 Capital & reserves attributable to equity holders of the Company 25,231,825 19,193,631 Total liabilities and equity $ 29,741,354 $ 24,956,982 * Giving retroactive effect to the 2023 share consolidation on January 31, 2023. STATEMENTS OF PROFIT OR LOSS AND COMPREHENSIVE LOSS – PARENT COMPANY ONLY For the years ended 2023 2022 2021 (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - Cost of sales - - - Gross margin - - - Impairment of goodwill (2,267,583 ) - - Stock-based compensation expense (1,101,800 ) - - Administrative expenses (2,931,064 ) (4,042,981 ) (1,861,520 ) Loss from operations (6,300,447 ) (4,042,981 ) (1,861,520 ) Other income, net 380,759 56,642 227,205 Finance cost 8,420 (315,750 ) (99,470 ) Equity loss of subsidiaries (23,660,393 ) (14,262,705 ) (3,748,142 ) Net loss attributable to equity holders of the Company $ (29,571,661 ) $ (18,564,794 ) $ (5,481,927 ) STATEMENTS OF CASH FLOWS – PARENT COMPANY ONLY For the years ended 2023 2022 2021 (Unaudited) (Unaudited) (Unaudited) Operating activities Net loss $ (29,571,661 ) $ (18,564,794 ) $ (5,481,927 ) Adjustments to reconcile net income to net cash provided by operating activities Stock-based compensation expense 1,101,800 252,095 - Finance costs 62,371 230,267 - Impairment of goodwill 2,267,583 - - Equity loss from equity investments 14,262,703 14,262,705 3,748,142 Changes in operating assets and liabilities: Other receivables, net (99,215 ) (3,167 ) (5,833 ) Other payables and liabilities 6,625,255 (25,834,800 ) (7,405,803 ) Net cash used in operating activities (5,351,164 ) (29,657,694 ) (9,145,421 ) Financing activities Proceeds from issue of shares 20,867,386 20,346,353 13,244,329 Proceeds from exercise of warrants 506,693 3,014,710 - Proceeds from a convertible note - 1,500,000 - Cash repayment for a convertible note (554,238 ) - - Cash paid for the cancellation of fractional shares (49,664 ) - - Net cash provided by financing activities 20,770,177 24,860,063 13,244,329 Net increase (decrease) in cash and cash equivalents, and restricted cash 15,419,013 (4,796,631 ) 4,098,908 Cash and cash equivalents at beginning of year 332,617 5,129,248 1,030,340 Cash and cash equivalents at end of year $ 15,751,630 $ 332,617 $ 5,129,248 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | 2.1 Basis of presentation The consolidated financial statements of Guardforce and subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD. On August 20, 2021, the shareholders of the Company approved a 1 for 3 share consolidation (the “2021 share consolidation”) of the Company’s authorized and issued ordinary shares whereby every three shares were consolidated into one share. On January 31, 2023, the Company completed another share consolidation (the “2023 share consolidation”) of the Company’s authorized and issued ordinary shares whereby every forty shares were consolidated into one share (Note 19). As a result of the 2021 share consolidation and the 2023 share consolidation, the par value of each ordinary share became $0.12. The accompanying consolidated financial statements and all share and per share amounts have been retroactively restated to reflect the share consolidation. On February 6, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to divest its information security business (Note 28). The assets and liabilities of Handshake are reported as held for sale at December 31, 2023. The operating results of Handshake have been reported as discontinued operations. Prior periods have been reclassified to conform to this presentation to allow for a meaningful comparison of continuing operations. Going Concern The accompanying 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. As of December 31, 2023, the Company’s operating losses raise substantial doubt about the Company’s ability to continue as a going concern. Although the Company had cash and cash equivalents of approximately $22.0 million as of December 31, 2023, the Company requires additional financing to expand and develop new business to obtain revenues and to generate operating profits. The perception of the Company’s continued operating losses may make it difficult to obtain financing or obtain financing on favorable terms for the growth of the Company’s business and could result in the loss of confidence by investors, customers, suppliers and employees. If the Company is not successful in raising capital through equity offerings, debt financings, collaborations, licensing arrangements or any other means or are not successful in reducing expenses, the Company may exhaust its cash resources and be unable to continue operations. If the Company cannot continue as a viable entity, the shareholders would likely lose most or all of their investment in the Company. In assessing the going concern, management and the Board has considered: - Based on the budget and financial plans of the Company, management expects to see a positive trend in the Company’s future results. - Management expects to see improved cash flows including liquidity and borrowings from future fund-raising activities. The Company’s principal uses of cash have been, and management expects will continue to be, for working capital to support a reasonable increase in our scale of operations as well as for business expansion investments. - The Company has conditional and unconditional obligations as disclosed in Note 25, these commitments and contingencies are under normal course of business and are included in the budget. Regarding the legal proceedings, as of the date of this report, the Company is a defendant in various lawsuits in China, Hong Kong and Thailand totaling approximately $3.62 million. On March 27, 2024, the cases against the Company which were filed by Mr. Tu had been withdrawn. Management believes the other remaining cases are without merit and is confident that such lawsuits will be dismissed. - The Company has improved the debt ratio by converting the loan with WK Venture Success Limited (“WK Venture”) with the total outstanding balance of approximately $15.9 million to the Company’s ordinary shares (Note 14). In addition, the Company has fully settled the convertible note payable with Streeterville Capital, LLC (“CVP”) (Note 15). |
Basis of consolidation | 2.2 Basis of consolidation The consolidated balance sheets, 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 consolidated balance sheets of the Company as at December 31, 2023 and 2022 have 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 IAS 14 Segment Reporting requires reporting of financial information by business or geographical area. It requires disclosures for ‘primary’ and ‘secondary’ segment reporting formats, with the primary format based on whether the entity’s risks and returns are affected predominantly by the products and services it produces or by the fact that it operates in different geographical areas. The entity’s reportable segments are its business and geographical segments for which a majority of their revenue is earned from sales to external customers and for which: ● revenue from sales to external customers and from transactions with other segments is 10% or more of the total revenue, external and internal, of all segments; or ● segment result, whether profit or loss, is 10% or more the combined result of all segments in profit or the combined result of all segments in loss, whichever is greater in absolute amount; or ● assets are 10% or more of the total assets of all segments. Segments deemed too small for separate reporting may be combined with each other, if related, but they may not be combined with other significant segments for which information is reported internally. Alternatively, they may be separately reported. If neither combined nor separately reported, they must be included as an unallocated reconciling item. 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 four segments and geographical segmental data as shown in Note 24: (i) Secured logistics; (ii) Robotics AI solutions; (iii) General security solutions; and (iv) Corporate and others The Corporate and others segment covers the non-operating activities supporting the Company. It comprises the Company’s holdings and treasury organization, including its headquarter and central functions. All listing related expenses are included in the Corporate and others segment. This segment is an administrative-operating segment rather than a revenue-generating operating segment. The Company completed the divestiture with Handshake on February 6, 2024. At December 31, 2023, Handshake was classified as a disposal group held for sale and as a discontinued operation. The business of Handshake represented the entirety of the Company’s information security operating segment through December 31, 2023, which is excluded from the Company’s segment reporting. |
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. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in the statement of profit or loss. IFRS 3, Business Combinations do not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Company has accounted for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The Company recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor’s financial statements, and to have the consolidated balance sheet, consolidated statement of profit or loss, comprehensive income, changes in equity and cash flows reflect the results of combining entities for all periods presented for which the entities were under the transferor’s common control, irrespective of when the combination takes place. |
Non-controlling interest | 2.5 Non-controlling interest The non-controlling interest represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet, consolidated statement of profit or loss, comprehensive income and changes in equity attributed to controlling and non-controlling interests. |
Critical accounting estimate and judgements | 2.6 Critical accounting estimate and judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgements 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. Significant estimates during the years ended December 31, 2023, 2022 and 2021 include provision for obsolete inventory, impairment on property, plant and equipment and intangible assets, allowance for withholding tax receivables, provision for expected credit loss on trade receivables and other receivables, useful life of property, plant and equipment and intangible assets, impairment of goodwill, measurement of share-based compensation expenses, measurement of retirement benefit obligations, measurement of consideration and assets and liabilities acquired as business combinations, accounting for leases, valuation of deferred tax assets and allowance for doubtful debts on a related party receivable. |
Foreign currency translation | 2.7 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, AI Vietnam and AI Technology 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 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: Year End Rate Average Rate As of December 31, For the Years Ended 2023 2022 2021 2023 2022 2021 Thai Baht 0.0292 0.0289 0.0300 0.0288 0.0286 0.0313 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1409 0.1447 N/A 0.1414 0.1446 N/A |
Financial risk management | 2.8 Financial risk management 2.8.1 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. (i) Credit risk The Company trades only with parties that are expected to be creditworthy. The Company manages its operations to avoid any excessive concentration of counterparty risk. The Company takes all reasonable steps to seek assurance from the counterparties that they can fulfill their obligations. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to credit loss remains low. The carrying values of the Company’s financial assets and contract assets represent its maximum credit exposure. (ii) Foreign exchange risk The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the THB and USD. Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the respective functional currency of the Company’s subsidiaries. The functional currency of the Company and majority of its overseas subsidiaries is the USD whereas the functional currency of the subsidiaries which operate in Thailand is the THB. The Company currently does not hedge transactions undertaken in foreign currencies but manages its foreign exchange risk by performing regular reviews of the Company’s net foreign exchange exposures. If the THB had strengthened/weakened by 2.28% against the USD (the average monthly variance during the 2-year period ended December 31, 2023) with all other variables held constant, the post-tax profit would have been approximately $1,000 higher/lower and $288,000 higher/lower, for the years ended December 31, 2023 and 2022, respectively, as a result of net foreign exchange gains/losses on translation of net monetary assets denominated in the THB/USD which is not the functional currency of the respective Company’s entities. If the THB had strengthened/weakened by 2.14% against the USD (the average monthly variance during the 2-year period ended December 31, 2022) with all other variables held constant, the post-tax profit would have been approximately $288,000 higher/lower and $228,000 higher/lower, for the years ended December 31, 2022 and 2021, respectively, as a result of net foreign exchange gains/losses on translation of net monetary assets denominated in the THB/USD which is not the functional currency of the respective Company’s entities. (iii) Interest rate risk The Company’s exposure to changes in interest rates are mainly attributable to its borrowings and loans. At the reporting date, based on the composition of borrowings at December 31, 2023 (Note 14), if interest rates on borrowings had been 100 basis points higher/lower with all other variables held constant, the Company’s post-tax results for the year would have been approximately $3,800, $11,000 and $14,000 lower/higher for the years ended December 31, 2023, 2022 and 2021, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings. (iv) 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 and private placements, operation, proceeds from a convertible note, 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. The table below analyses the Company’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, including interest if applicable. Year ended December 31, 2023 Within 1 to 5 years >5 years Total Trade and other payables $ 3,016,850 $ - $ - $ 3,016,850 Borrowings 337,241 44,410 - 381,651 Borrowings from related parties 3,104,149 - - 3,104,149 Amount due to related parties 2,898,506 - 2,898,506 Other liabilities 3,171,643 - - 3,171,643 Operating lease liabilities 1,239,066 1,455,857 - 2,694,923 Finance lease liabilities 108,597 218,996 - 327,593 Provision for employee benefits 362,284 1,460,434 23,059,674 24,882,392 Liabilities directly associated with the assets held for sale 130,876 - - 130,876 $ 14,369,212 $ 3,179,697 $ 23,059,674 $ 40,608,583 Year ended December 31, 2022 Within 1 to 5 years >5 years Total Trade and other payables $ 2,633,995 $ - $ - $ 2,633,995 Borrowings 3,181,616 13,899,818 - 17,081,434 Borrowings from related parties 3,148,500 1,455,649 - 4,604,149 Amount due to related parties 3,868,691 - 3,868,691 Other liabilities 2,477,369 43,200 - 2,520,569 Operating lease liabilities 1,774,192 2,340,075 - 4,114,267 Finance lease liabilities 398,136 233,550 - 631,686 Convertible note payables 1,730,267 - - 1,730,267 Provision for employee benefits 457,315 1,554,322 23,302,600 25,314,237 $ 19,670,081 $ 19,526,614 $ 23,302,600 $ 62,499,295 Net Equity (Debt) Analysis As of December 31, 2023 2022 Cash, cash equivalents, and restricted cash (Note 4) $ 21,973,395 $ 8,230,644 Borrowings – repayable within one year (3,441,390 ) (6,330,116 ) Borrowings – repayable after one year (44,410 ) (15,355,467 ) Net equity (debt) $ 18,487,595 $ (13,454,939 ) 2.8.2 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. 2.8.3 Impact of COVID-19 The COVID-19 pandemic has 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 during the year ended December 31, 2022 and 2021. At the beginning of 2023, governments of the countries where the Company is operating lifted most of the social distancing measures and other restrictions that the Company’s business has gradually recovered, and management believes that there will be improvements on financial results in 2024. |
Fair value measurements | 2.9 Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: the (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial assets and liabilities of the Company mainly consist of cash and cash equivalents, restricted cash, trade and other receivables, amounts due from related parties, other current assets, trade payables, amounts due to related parties, accruals, other liabilities and convertible note payable. As of December 31, 2023 and 2022, the carrying values of cash and cash equivalents, restricted cash, trade receivables, amounts due from related parties, prepayments and other current assets, trade payables, amounts due to related parties, accruals and other liabilities approximate their fair values due to the short-term maturity of these instruments. |
Share-based payment | 2.10 Share-based payment On January 25, 2022, the Company established the 2022 Equity Incentive Plan (the "Plan"). Under the Plan, participants are granted restricted shares which only vest if certain performance standards are met. Participation in the Plan is at the Board’s discretion, and no individual has a contractual right to participate in the Plan or to receive any guaranteed benefits. The Company accounts for the share-based payments (primarily restricted shares) with the fair value of the restricted shares on the date of grant and recognition of stock-based compensation expense on the consolidated statements of profit or loss over the vesting period for award expected to vest. The fair value of restricted stocks is determined based on the share price at which the Company's shares are traded on the Nasdaq Stock Exchange at the date of the grant, which management has taken into account an estimated discount to reflect the impact of the post-vesting restrictions. |
Cash and cash equivalents and restricted cash | 2.11 Cash and cash equivalents and restricted cash Cash and cash equivalents include highly liquid investments with original maturities of three months or less. As of December 31, 2023 and 2022, non-current restricted cash amounting to $1.6 million and $1.3 million, respectively represents cash pledged with two local banks in Thailand as collateral for bank guarantees issued by those banks in respect of (i) project performance for government and commercial bank customers; (ii) fuel consumption under the fleet credit card; and (iii) electricity usage. In November 2023, approximately $0.1 million of the Company’s cash in two subsidiaries in China, namely Shenzhen GFAI and Robot Service Shenzhen were frozen upon request to satisfy the court judgments related to the labor lawsuits in China and an ongoing legal dispute with a related party in China (Note 23). On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company. Accordingly, the freeze on all of the bank accounts of Robot Service Shenzhen were lifted on April 2, 2024. Management expects to settle the labor lawsuits in 2024 so as to lift the freeze of all the bank accounts of Shenzhen GFAI within 12 months, therefore the respective cash balances have been reclassified to current restricted cash. |
Trade receivables and other receivables | 2.12 Trade receivables and other receivables Trade and other receivables are recorded at net realizable value consisting of the carrying amount less an allowance for doubtful accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts and other receivables and accounts receivable from related parties. The Company determines the allowance for its trade receivable based on aging data, historical collection experience, customer specific facts and economic conditions. The Company writes-off trade receivable when amounts are deemed uncollectible. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. The Company recorded a provision for (recovery of) expected credit loss on trade receivables and other receivables of $899,433, $(7,394) and $ nil |
Inventories | 2.13 Inventories Inventories solely consist of robots and 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 inventory of $3,797,552, $942,882 and $ nil During the years ended December 31, 2023 and 2022, all robots inventories were purchased from related parties (Note 23). |
Assets held for sale and discontinued operations | 2.14 Assets held for sale and discontinued operations The Company classifies assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset or a disposal group, excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the assets or disposal groups is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the assets and the sale expected to be completed within one year from the date of the classification. Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. Additional disclosures are provided in Note 14. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise. |
Withholding taxes receivable | 2.15 Withholding taxes receivable Withholding tax is a deduction from payments made to suppliers who provide services. The withholding tax rates can vary depending on the type of income and the tax status of the recipient. Based on tax rules currently in effect, the withholding tax rate is 3% for commercial contracts and 1% for governmental contracts in Thailand, which amounts are refundable. The Company generally files its request for a withholding tax refund by the end of May of the following year for withholding tax deducted in the previous year. Once the request for withholding tax refund is submitted to the Thai Revenue Department, the request will be subject to audit and review. Since it is difficult to predict the time required by the Thai Revenue Department to complete its audit and approve the relevant refund, except for known amount to be collected within the next 12 months, the Company has reflected its withholding tax receivable as a non-current asset in its consolidated balance sheets for amounts due from the Revenue Department. Withholding tax receivable is recorded net of related provision for amount that could be challenged by the taxing authority. Such provision represents the Company’s best estimate based on recent collection history. |
Property, plant and equipment | 2.16 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation is calculated using the straight-line method over the following estimated useful lives. Estimated Leasehold improvements Lesser of useful life or remaining lease term Tools and equipment 5 years Furniture, fixtures and office equipment 5 years Vehicles 5,10 years GDM machines 5 years Robots 5 years |
Assets under construction | 2.17 Assets under construction Assets under construction 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. |
Intangible assets, net | 2.18 Intangible assets, net Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of profit or loss in the expense category that is consistent with the function of the intangible assets. The cost of intangible assets is being amortized using straight-line amortization method based on the following estimated useful lives:. Estimated Computer software 5 years Intelligent Cloud Platform 10 years Right-of-use Platform 10 years Customer base 1 – 3 years Technical know-how 8 – 10 years Security Surveillance system 10 years |
Goodwill | 2.19 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. During the year ended December 31, 2023, the Company recorded impairment losses on goodwill of $2,267,583. No impairment loss on goodwill was recorded for the years ended December 31, 2022 and 2021. |
Impairment of long-lived assets | 2.20 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 CGU to which the asset belongs. During the years ended December 31, 2023, 2022 and 2021, impairment losses on the robots’ fixed assets of $3,682,789, $4,408,037 and $ nil |
Trade and other payables | 2.22 Trade and other payables These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which is unpaid. They are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. |
Interest-bearing borrowings | 2.23 Interest-bearing borrowings Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method. |
Revenue from contracts with customers | 2.24 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 - this was the revenue generated by Handshake, which we have separated with on February 6, 2024. For the year ended December 31, 2023, 2022 and 2021, revenue and results of operations derived from this service line were presented as discontinued operations on the consolidated statements of profit or loss. Going into fiscal 2024, we will not have this revenue stream anymore. (i) Penetration test; (ii) PCI ASV Scan and (iii) Rapid7 Sales (4) General security solutions (i) Integrated alarm security system installation 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: ● Identify the contract or quotation with the agreed service price. ● Evaluate the services engaged in the customer’s contract and identify the related performance obligations. ● 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. ● 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. ● 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 as revenue of approximately $256,815 within the next 12 months. Revenue is recognized when the related performance obligations are satisfied. Fixed Fees Service Type Performance Obligations Per Per Cash-In-Transit (CIT) – Non Dedicated Vehicles (Non-DV) (a) Delivery from point A to point B per customer request. Service obligation was generally completed within same day. √ Cash-In-Transit (CIT) – Dedicated Vehicles to Banks (DV) (a) Delivery from point A to point B per customer request. Service obligation was generally completed within same day. √ ATM Management (a) Includes replenishment of ATM machines and first level maintenance services. Service obligation was generally completed within the same day. √ Cash Processing (CPC) (b) Cash counting, sorting and vaulting services for customers in the retail industry. √ Cash Center Operations (CCT) (b) Cash counting, sorting and depositing for local commercial banks on behalf of Bank of Thailand (BOT). √ Consolidate Cash Center (CCC) (b) Cash counting, sorting and depositing for Bank of Thailand (BOT). √ Cheque Center Service (CDC) (b) Handles cheque consolidation and distribution on behalf of local commercial bank. √ Express Cash (a) Armored trucks (with onboard GDM) and crew teams are assigned to collect cash on behalf of local commercial banks. Service obligation was generally completed within the same day. √ Coin Processing Service (a) Armored vehicles and crew teams are assigned to collect/deliver coins to/from customer sites. Service obligation was generally completed within the same day. √ Cash Deposit Management Solutions (b) Cash deposit machine (Guardforce Digital Machine – GDM) are installed at the customers’ sites for the collection of cash. √ Robotics AI Solutions - Sale of Robots (a) Delivery of robots and inspection completed at customer site. √ Robotics AI Solutions - Rental of Robots (b) Robots are leased out for a fixed term √ Penetration Test (a) Production of the test report √ PCI ASV Scan (a) Submission of the scan result √ Rapid7 Sales (b) Provision of information security service based on the sale and installation of Rapid7 software √ General security solutions (a) Completion of integrated alarm security system installation √ The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. Except the sale of robots, customer’s billing is prepared on a monthly basis once service delivery reports have been confirmed and the invoice amount has been confirmed with the customers. Standard payment is 45 days but it may be 45 to 60 days depending on the individual customer contract. (a) Revenue is recognized net of sales taxes and upon transfer of significant risks and rewards of ownership to customers. Revenue is not recognized to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. (b) Related service revenue or rental income is recognized on a straight-line basis over the term of the contracts. Disaggregation information of revenue by service type which was recognition based on the nature of performance obligation disclosed above is as follows: For the year ended December 31, Service Type 2023 Percentage 2022 Percentage 2021 Percentage Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) $ 11,882,370 32.8 % $ 10,693,948 31.5 % $ 11,205,580 32.3 % Cash-In-Transit - Dedicated Vehicle to Banks (CIT DV) 3,814,604 10.5 % 4,074,052 12.0 % 4,556,538 13.1 % ATM Management 7,579,774 20.9 % 8,897,939 26.2 % 10,809,497 31.2 % Cash Processing (CPC) 3,265,052 9.0 % 2,789,818 8.2 % 3,034,360 8.8 % Cash Center Operations (CCT) 1,824,381 5.0 % 2,209,055 6.5 % 2,802,171 8.1 % Consolidate Cash Center (CCC) 726,599 2.0 % 456,720 1.3 % 182,263 0.5 % Cheque Center Service (CDC) - - % 4,562 0.0 % 59,923 0.2 % Cash Deposit Management Solutions (GDM) 2,794,708 7.7 % 1,771,380 5.2 % 1,644,611 4.8 % Others ** 5,062 0.0 % 10,149 0.1 % 5,270 0.0 % Robotic AI solutions 757,284 2.1 % 1,272,236 3.7 % 368,659 1.0 % General security solutions 3,630,668 10.0 % 1,785,789 5.3 % - - % Total $ 36,280,502 100 % $ 33,965,648 100 % $ 34,668,872 100 % ** Others includes revenues from express cash, coin processing services and international shipment. During the years ended December 31, 2023, 2022 and 2021, revenue amounting to $36,211,678, $34,331,705 and $35,041,563 were generated from third parties, respectively; and $68,824, $146,243 and $111,627 were generated from a related party (see Note 23), respectively. |
Cost of sales | 2.25 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. |
Income tax | 2.26 Income tax Income tax expense represents the sum of the tax currently payable and deferred tax. Income tax expense is charged to the consolidated statements of profit or loss as they incur. Current income taxes are recorded in the results of the year they are incurred. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, including tax loss carry forwards and certain tax credits, to the extent that it is probable that future taxable profits, reversal of existing taxable temporary differences will be available against which those deductible temporary differences can be utilized after considering future tax planning strategies. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit and reversal of existing taxable temporary differences will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits and reversal of existing taxable temporary differences will allow the deferred tax asset to be recovered. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. Net deferred income taxes are classified as a non-current asset or liability, regardless of when the temporary differences are expected to reverse. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. |
Provisions | 2.27 Provisions Provisions are recognized for liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be estimated reliably. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation. Where it is probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. As of the date of this report, the Company is a defendant in various lawsuits in China, Hong Kong and Thailand totaling approximately $3.62 million. Management believes the labor related cases are without merit and is confident that such lawsuits will be dismissed. Regarding the cases with Mr. Tu, a related party, the Company had sought for legal advice to resolve these legal disputes through mediation. On March 22, 2024, the Company reached a settlement with Mr. Tu, including Mr. Tu agreed to withdraw all the claims against the Company. On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company. Therefore, no provision has been made for these liabilities in the financial statements. (Note 25) |
Employee benefits | 2.28 Employee benefits The Company provides for retirement benefits payable for employees of its subsidiaries in Thailand under the Thai Labor Law; and follows IAS 19 in accounting for the related obligation. Depending upon the individual employee’s salary and years of service, the related obligation is calculated by an independent actuary using the projected unit credit method. The present value of the obligation is determined by discounting with the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related liabilities. The sensitivity analysis is determined by i) discount rate; ii) salary increase rate; iii) turnover rate; and iv) life expectancy. All re-measurements effects of the Company’s retirement benefit obligation such as actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized directly in other comprehensive income. As of December 31, 2023, 2022 and 2021, actuarial gain of $3,486, $551,649 and $627,193, net of tax has been recognized in other comprehensive income, respectively. |
Leases | 2.29 Leases Leases as lessee From January 1, 2019, in accordance with IFRS 16, leases with terms greater than 12 months are recognized as a right-of-use asset (“ROU”) and a corresponding lease liability at the date in which the leased asset is available for use by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of fixed payments. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases of the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Company uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: ● The amount of the initial measurement of the lease liability ● any lease payments made at or before the commencement date less any lease incentives received Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. The lease terms of buildings and others are generally less than ten years and less than five years, respectively. Payments associated with leases with a lease term of 12 months or less on the Company’s equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Leases as lessor The Company leases out fixed assets consisting of different types of robots to third parties. All leases are classified as operating leases as the Company does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. During the year ended December 31, 2023, 2022 and 2021, the Company recognized rental income of approximately $493,516, $582,000 and $257,000, respectively. The Company did not recognize lease receivables as of December 31, 2023 and 2022 as the amount to be received was immaterial to the Company’s consolidated financial statements. |
Related parties | 2.30 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. Amount due from related parties The Company recognizes the contractual right to receive money or products from related parties as amount due from related parties. For those that the contractual maturity date is less than one year, the Company records as current assets. |
Earnings per share (“EPS”) | 2.31 Earnings per share (“EPS”) Basic EPS is calculated by dividing the net profit (loss) attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by using the weighted average number of ordinary shares outstanding adjusted to include the potentially dilutive effect of outstanding share-based awards and convertible debt instruments, unless their inclusion in the calculation is anti-dilutive. |
New and amended accounting standards | 2.32 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 year ended December 31, 2023. The adoption of these new and amended standards did not have material impact on the 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 consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the consolidated financial statements of the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of currency exchange rates impact | The currency exchange rates that impact our business are shown in the following table: Year End Rate Average Rate As of December 31, For the Years Ended 2023 2022 2021 2023 2022 2021 Thai Baht 0.0292 0.0289 0.0300 0.0288 0.0286 0.0313 Hong Kong Dollar 0.1282 0.1282 0.1282 0.1282 0.1282 0.1282 Chinese Renminbi 0.1409 0.1447 N/A 0.1414 0.1446 N/A |
Schedule of non-derivative financial liabilities | The amounts disclosed in the table are the contractual undiscounted cash flows, including interest if applicable. Year ended December 31, 2023 Within 1 to 5 years >5 years Total Trade and other payables $ 3,016,850 $ - $ - $ 3,016,850 Borrowings 337,241 44,410 - 381,651 Borrowings from related parties 3,104,149 - - 3,104,149 Amount due to related parties 2,898,506 - 2,898,506 Other liabilities 3,171,643 - - 3,171,643 Operating lease liabilities 1,239,066 1,455,857 - 2,694,923 Finance lease liabilities 108,597 218,996 - 327,593 Provision for employee benefits 362,284 1,460,434 23,059,674 24,882,392 Liabilities directly associated with the assets held for sale 130,876 - - 130,876 $ 14,369,212 $ 3,179,697 $ 23,059,674 $ 40,608,583 Year ended December 31, 2022 Within 1 to 5 years >5 years Total Trade and other payables $ 2,633,995 $ - $ - $ 2,633,995 Borrowings 3,181,616 13,899,818 - 17,081,434 Borrowings from related parties 3,148,500 1,455,649 - 4,604,149 Amount due to related parties 3,868,691 - 3,868,691 Other liabilities 2,477,369 43,200 - 2,520,569 Operating lease liabilities 1,774,192 2,340,075 - 4,114,267 Finance lease liabilities 398,136 233,550 - 631,686 Convertible note payables 1,730,267 - - 1,730,267 Provision for employee benefits 457,315 1,554,322 23,302,600 25,314,237 $ 19,670,081 $ 19,526,614 $ 23,302,600 $ 62,499,295 |
Schedule of Net Equity (Debt) Analysis | Net Equity (Debt) Analysis As of December 31, 2023 2022 Cash, cash equivalents, and restricted cash (Note 4) $ 21,973,395 $ 8,230,644 Borrowings – repayable within one year (3,441,390 ) (6,330,116 ) Borrowings – repayable after one year (44,410 ) (15,355,467 ) Net equity (debt) $ 18,487,595 $ (13,454,939 ) |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation is calculated using the straight-line method over the following estimated useful lives. Estimated Leasehold improvements Lesser of useful life or remaining lease term Tools and equipment 5 years Furniture, fixtures and office equipment 5 years Vehicles 5,10 years GDM machines 5 years Robots 5 years |
Schedule of Cost of the Intangible Assets | The cost of intangible assets is being amortized using straight-line amortization method based on the following estimated useful lives:. Estimated Computer software 5 years Intelligent Cloud Platform 10 years Right-of-use Platform 10 years Customer base 1 – 3 years Technical know-how 8 – 10 years Security Surveillance system 10 years |
Schedule of Disaggregation Information of Revenue by Service Type | Disaggregation information of revenue by service type which was recognition based on the nature of performance obligation disclosed above is as follows: For the year ended December 31, Service Type 2023 Percentage 2022 Percentage 2021 Percentage Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) $ 11,882,370 32.8 % $ 10,693,948 31.5 % $ 11,205,580 32.3 % Cash-In-Transit - Dedicated Vehicle to Banks (CIT DV) 3,814,604 10.5 % 4,074,052 12.0 % 4,556,538 13.1 % ATM Management 7,579,774 20.9 % 8,897,939 26.2 % 10,809,497 31.2 % Cash Processing (CPC) 3,265,052 9.0 % 2,789,818 8.2 % 3,034,360 8.8 % Cash Center Operations (CCT) 1,824,381 5.0 % 2,209,055 6.5 % 2,802,171 8.1 % Consolidate Cash Center (CCC) 726,599 2.0 % 456,720 1.3 % 182,263 0.5 % Cheque Center Service (CDC) - - % 4,562 0.0 % 59,923 0.2 % Cash Deposit Management Solutions (GDM) 2,794,708 7.7 % 1,771,380 5.2 % 1,644,611 4.8 % Others ** 5,062 0.0 % 10,149 0.1 % 5,270 0.0 % Robotic AI solutions 757,284 2.1 % 1,272,236 3.7 % 368,659 1.0 % General security solutions 3,630,668 10.0 % 1,785,789 5.3 % - - % Total $ 36,280,502 100 % $ 33,965,648 100 % $ 34,668,872 100 % ** Others includes revenues from express cash, coin processing services and international shipment. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The following represents the purchase price allocation at the date of the acquisition: March 22, Cash and cash equivalents $ 2,187 Trade and other receivables 896,327 Inventories 1,411,893 Other current assets 85,338 Other non-current assets 23,566 Property, plant and equipment 2,055,610 Intangible assets 1,592,783 Trade and other payables (4,156,649 ) Other current liabilities (163,785 ) Goodwill 1,867,009 Total purchase price $ 3,614,279 The following represents the purchase price allocation at the date of the acquisition: June 22, Cash and cash equivalents $ 38,342 Trade and other receivables 1,656,550 Inventories 562,768 Property, plant and equipment 20,488 Intangible assets 1,593,398 Other non-current assets 203,765 Trade and other payables (1,536,547 ) Other current liabilities (145,026 ) Goodwill 411,862 Total purchase price $ 2,805,600 The following represents the purchase price allocation at the date of the acquisition: January 20, Cash and cash equivalents $ 12,500 Current liabilities (13,184 ) Goodwill 685 Total purchase price $ 1 The following represents the purchase price allocation at the date of the acquisition: February 9, Cash and cash equivalents $ 21,038 Other current assets 4,162 Current liabilities (92,350 ) Goodwill 70,355 Total purchase price $ 3,205 The following represents the purchase price allocation at the date of the acquisition: March 25, Cash and cash equivalents $ 24,276 Other current assets 32,250 Current liabilities (58,297 ) Goodwill 329,534 Total purchase price $ 327,763 |
Schedule of Assets and Liabilities | The following represents their assets and liabilities: December 31, Cash and cash equivalents $ 28,148 Other current assets 11,973 Current liabilities (68,882 ) Loss for the year 16,041 Additional paid in capital $ ( 12,720 ) |
Cash and Cash Equivalents and_2
Cash and Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents and Restricted Cash [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | As of December 31, 2023 2022 Cash on hand $ 472,641 $ 471,408 Cash in bank 19,762,586 6,459,231 Subtotal 20,235,227 6,930,639 Restricted cash – current 100,764 - Restricted cash – non-current 1,608,762 1,300,005 Subtotal 21,944,753 8,230,644 Cash at banks attributable to discontinued operations 28,642 - Cash, cash equivalents, and restricted cash $ 21,973,395 $ 8,230,644 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | As of December 31, 2023 2022 Robots at warehouse $ 4,743,645 $ 5,553,859 Security equipment 506,403 494,793 Impairment provision for inventories (4,743,645 ) (942,882 ) Inventories $ 506,403 $ 5,105,770 |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade Receivables, Net [abstract] | |
Schedule of Trade Receivable | As of December 31, 2023 2022 Trade receivables $ 5,780,144 $ 5,450,655 Provision for expected credit loss on trade receivables (149,339 ) (50,469 ) Trade receivables, net $ 5,630,805 $ 5,400,186 |
Schedule of Company’s Trade Receivables | The following tables details the Company’s trade receivables as of: Trade receivables - as of December 31, 2023 <30 31-60 61-90 91 and over Total Trade receivables $ 5,361,716 $ 61,041 $ 15,068 $ 192,980 $ 5,630,805 Trade receivables - as of December 31, 2022 <30 31-60 61-90 91 and over Total Trade receivables $ 4,814,346 $ 385,662 $ 46,222 $ 153,956 $ 5,400,186 |
Withholding Taxes Receivables_2
Withholding Taxes Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Withholding Taxes Receivables, Net [Abstract] | |
Schedule of Withholding Tax Receivables | 2023 2022 Balance at January 1, $ 2,691,096 $ 3,531,953 Addition 739,573 749,205 Collection (545,233 ) (1,008,194 ) Write off/Allowance for uncollectible (683,344 ) (448,243 ) Exchange difference 22,754 (133,625 ) Balance at December 31, $ 2,224,846 $ 2,691,096 |
Schedule of Current and Non Current Portion of Tax Receivables | As of December 31, 2023 2022 Current portion $ 607,221 $ 757,024 Non-current portion 1,617,625 1,934,072 Withholding taxes receivables, net $ 2,224,846 $ 2,691,096 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivables [Abstract] | |
Schedule of Other Receivables | As of December 31, 2023 2022 Cash advance to a third-party vendor $ 795,899 $ 817,564 Provision for expected credit loss on other receivables (795,899 ) - $ - $ 817,564 |
Other Current and Other Non-C_2
Other Current and Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current and Other Non-Current Assets [Abstract] | |
Schedule of Other Current and Other Non-Current Assets | As of December 31, 2023 2022 Input VAT and other taxes receivable $ 219,232 $ 293,429 Prepayments – office and warehouse rental 818,997 780,279 Prepayments - insurance 91,022 106,167 Prepayments - others 187,759 91,926 Uniforms 17,417 24,699 Tools and supplies 143,760 155,642 Deferred costs - 219,782 Cash advances to employees 79,169 71,084 Interest receivable on bank deposits 108,215 - Other current assets $ 1,665,571 $ 1,743,008 Deposits $ 402,447 $ 437,602 Deferred costs - 9,720 Other non-current assets $ 402,447 $ 447,322 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Leasehold Machinery and 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 146,750 35,987 40,690 92,813 33,222 72,892 4,031,107 4,453,461 Disposals (125,666 ) (94,616 ) (70,482 ) (367,110 ) - (15,513 ) (9,260 ) (682,647 ) Impairment of fixed assets - - - - - - (4,408,037 ) (4,408,037 ) Transfer in (out) 1,426 - - - (239,833 ) 238,407 - - Exchange differences (115,329 ) (181,857 ) (233,371 ) (582,203 ) (8,853 ) (61,014 ) (359,078 ) (1,541,705 ) 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 - 13,390 26,202 39,199 74,126 1,144,766 810,559 2,108,242 Disposals (106,385 ) (107,569 ) (97,835 ) (214,021 ) - - (301,877 ) (827,687 ) Impairment of fixed assets - - - - - - (3,702,367 ) (3,702,367 ) Exchange differences 33,330 55,507 53,107 161,220 1,561 40,419 (46,977 ) 298,167 At December 31, 2023 $ 3,073,809 $ 4,829,343 $ 5,335,825 $ 15,505,385 $ 108,909 $ 3,133,883 $ 3,954,153 $ 35,941,307 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 year 101,881 105,302 184,958 727,204 - 371,378 1,883,562 3,374,285 Disposals (121,818 ) (89,083 ) (69,528 ) (339,179 ) - (5,116 ) (1,970 ) (626,694 ) Exchange differences (96,194 ) (174,465 ) (209,201 ) (478,260 ) - (27,393 ) (34,367 ) (1,019,880 ) 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 year 105,006 67,840 166,670 448,136 - 429,512 1,006,483 2,223,647 Disposals (106,287 ) (107,565 ) (91,802 ) (213,092 ) - - (100,848 ) (619,594 ) Exchange differences 28,979 53,293 50,910 151,978 - 20,834 (10,656 ) 295,338 At December 31, 2023 $ 2,605,039 $ 4,761,599 $ 5,015,520 $ 13,880,678 $ - $ 1,680,593 $ 3,954,153 $ 31,897,582 Net book value At December 31, 2022 $ 569,523 $ 119,984 $ 464,609 $ 2,025,331 $ 33,222 $ 718,451 $ 8,564,630 $ 8,066,761 At December 31, 2023 $ 468,770 $ 67,744 $ 320,305 $ 1,624,707 $ 108,909 $ 1,453,290 $ - $ 4,043,725 |
Right-of-Use Assets and Opera_2
Right-of-Use Assets and Operating Lease Liabilties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-Use Assets and Operating Lease Liabilties Table [Abstract] | |
Schedule of Carrying Amounts of Right-of-Use Assets | The carrying amounts of right-of-use assets are as below: 2023 2022 Balance at January 1, $ 4,171,409 $ 2,364,993 New leases 522,578 2,956,201 Termination of a lease (19,786 ) - Depreciation expense (2,006,421 ) (1,066,662 ) Exchange difference 20,428 (83,123 ) Balance at December 31, $ 2,688,208 $ 4,171,409 |
Schedule of Operating Lease Liabilities | The total operating lease liabilities are as below: As of December 31, 2023 2022 Current portion $ 1,239,066 $ 1,774,192 Non-current portion 1,455,857 2,340,075 Operating lease liabilities $ 2,694,923 $ 4,114,267 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net [Member] | |
Intangible Assets, Net (Tables) [Line Items] | |
Schedule of Intangible Assets, Net | Computer Right-of-use Customer Technical Security Intelligent Assets under construction - Cash Total Cost At December 31, 2021 $ 907,304 $ - $ - $ - $ - $ - $ - $ 907,304 Acquisitions through business combinations - 729,934 1,116,730 514,968 1,356,666 - - 3,718,298 Additions 12,740 - - - 37,687 3,000,000 194,495 3,244,922 Exchange differences (32,299 ) (56,905 ) (74,620 ) (15,624 ) (33,455 ) (212,903 ) At December 31, 2022 $ 887,745 $ 673,029 $ 1,042,110 $ 499,344 $ 1,360,898 $ 3,000,000 $ 194,495 $ 7,657,621 Additions 21,137 - - - 200,101 1,590,546 - 1,811,784 Impairment of intangible assets - (542,463 ) (185,594 ) - - (2,985,495 ) - (3,713,552 ) Exchange differences 10,340 (15,907 ) (26,956 ) (13,232 ) (36,775 ) (471 ) (413 ) (83,414 ) At December 31, 2023 $ 919,222 $ 114,659 $ 829,560 $ 486,112 $ 1,524,224 $ 1,604,580 $ 194,082 $ 5,672,439 Accumulated amortization At December 31, 2021 $ 742,988 $ - $ - $ - $ - $ - $ - $ 742,988 Acquisitions through business combinations - - - - 526,859 - - 526,859 Amortization charged for the year 50,036 50,894 408,463 28,128 105,156 - - 642,677 Exchange differences (25,856 ) (417 ) (2,595 ) 277 (19,455 ) - - (48,046 ) As December 31, 2022 $ 767,168 $ 50,477 $ 405,868 $ 28,405 $ 612,560 $ - $ - $ 1,864,478 Amortization charged for the year 53,859 65,753 312,268 55,501 103,162 403,051 - 993,594 Exchange differences 9,573 (1,571 ) (11,865 ) (950 ) (16,599 ) (471 ) - (21,883 ) As December 31, 2023 $ 830,600 $ 114,659 $ 706,271 $ 82,956 $ 699,123 $ 402,580 $ - $ 2,836,189 Net book value At December 31, 2022 $ 120,577 $ 622,552 $ 636,242 $ 470,939 $ 748,338 $ 3,000,000 $ 194,495 $ 5,793,143 At December 31, 2023 $ 88,622 $ - $ 123,289 $ 403,156 $ 825,101 $ 1,202,000 $ 194,082 $ 2,836,250 |
Trade and Other payables and _2
Trade and Other payables and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and Other payables and Other Current Liabilities [Abstract] | |
Schedule of Trade and Other Payables and Other Current Liabilities | As of December 31, 2023 2022 Trade payables – third parties $ 2,113,401 $ 2,060,856 Accrued salaries and bonus 603,112 515,758 Other payables, accrued customer claims, cash loss and shortage* 300,337 57,381 Trade and other payables $ 3,016,850 $ 2,633,995 Output VAT and other taxes payable $ 100,166 $ 118,125 Accrued Expenses 639,556 522,059 Payroll Payable 925,142 979,027 Provision for stock-based compensation expense** 830,000 - Other Payables 419,964 289,494 Deferred revenue 256,815 568,664 Other current liabilities $ 3,171,643 $ 2,477,369 * Includes a provision for penalty for failure to meet certain performance indicators as stipulated in certain customer contracts for approximately $10,000 and $11,800 respectively. ** During the year ended December 31, 2023, management of the Company decided to grant restricted shares to officers and certain employees based on their performance in 2023 under the Company’s 2022 Equity Incentive Plan. The Board of Directors approved the number of restricted shares to be granted to each individual on March 14, 2024 (Note 20). |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of detailed information about borrowings Table [Abstract] | |
Schedule of Borrowings | As of December 31, 2023 2022 Short-term bank borrowing (a) $ 140,902 $ - Current portion of long-term bank borrowings (a) 196,339 947,559 Current portion of long-term third party borrowing (b) - 2,234,057 Long-term bank borrowings (a) 44,410 432,179 Long-term third party borrowing (b) - 13,467,639 Total borrowings $ 381,651 $ 17,081,434 (a) The Company maintains borrowings with two financial institutions. The borrowings are used for working capital purposes to support its business operations in Thailand. For the year ended December 31, 2023, the Company had two bank loans with interest at the rates of 4.69% and 3.77% with maturity dates of April 7, 2025 and September 25, 2024, respectively. For the year ended December 31, 2022, the Company had three bank loans with interest at the rates of 4.69%, 4.97%and 4.72% with maturity dates of April 7, 2025, June 30, 2023 and February 1, 2023, respectively. For the year ended December 31, 2021, the Company had four bank loans with interest at the rates of 4.47%, 2%, 2%, and 4.22%, respectively. For the years ended December 31, 2023, 2022 and 2021, interest expense recorded for the bank borrowings was $60,131, $68,010 and $78,353, respectively. As of December 31, 2023, the Company had unused bank overdraft availability of approximately $292,000. As of December 31, 2022, the Company had unused bank overdraft availability of approximately $289,000. (b) On April 25, 2018, Guardforce TH Group Company Limited (“Guardforce TH”), entered into an agreement with Profit Raider Investment Limited (“Profit Raider”) to transfer a loan in the principal amount of $13.42 million (the “Loan”) between Guardforce TH and Guardforce AI Co., Limited (the “Company”) to Profit Raider. As a result, the Company recorded a short-term borrowing in the Loan bearing interest at 4% from April 30, 2019 to December 31, 2019 and 3.22% prior to April 30, 2019. The Company assumed an additional liability of approximately $576,000 which has been treated as an additional expense paid in 2018. The holding companies have guaranteed the short-term borrowing from Profit Raider which amount is due on December 31, 2020. On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of the Company from Guardforce AI Technology to Profit Raider. As a result of the 2021 and 2023 share consolidation, the number of ordinary shares transferred to Profit Raider became 41,666. On September 29, 2022, Profit Raider entered into a deed of assignment and transfer (the “Assignment Deed”) with WK Venture Success Limited (“WK Venture”), and the Loan was assigned and transferred to WK Venture. On December 30, 2022, Guardforce TH entered into two supplemental agreements (the “Agreements”) with WK Venture and other parties thereto to further extend the Loan to December 31, 2024 which was conditional upon payment by Guardforce TH to WK Venture of $100,000 as part payment of the interest accrued with the same interest rate on the Loan. Such payment was made in full upon the execution of the Agreement. Being that 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. On September 28, 2023, the Company entered into a loan conversion agreement (the “Loan Conversion Agreement”) with WK Venture. Pursuant to the Loan Conversion Agreement, WK Venture will convert its outstanding loans to the Company in exchange for ordinary shares, par value $0.12 per share of the Company. As of the date of the Loan Conversion Agreement, a total (which includes the principal amount and accrued unpaid interest) of $15,914,614.59 were owed to WK Venture by the Company. According to the Loan Conversion Agreement, WK Venture discharged the entire loan amount and accrued unpaid interest in exchange for receiving 2,947,150 ordinary shares of the Company at a conversion price of $5.40 per share. This loan conversion was completed upon the Company issuing the ordinary shares in October 2023. For the year ended December 31, 2023, 2022 and 2021, interest expense recorded for the third-party borrowing was $230,849, $616,116 and $612,387. |
Finance Lease Liabilities (Tabl
Finance Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance Lease Liabilities [Abstract] | |
Schedule of Finance Lease Liabilities | As of December 31, 2023 2022 Current portion $ 108,597 $ 398,136 Non-current portion 218,996 233,550 Finance lease liabilities $ 327,593 $ 631,686 |
Schedule of Minimum Lease Payments Under Finance Lease Agreements | The minimum lease payments under finance lease agreements are as follows: As of December 31, 2023 2022 Within 1 year $ 126,042 $ 423,514 After 1 year but within 5 years 236,293 253,448 Less: Finance charges (34,742 ) (45,276 ) Present value of finance lease liabilities, net $ 327,593 $ 631,686 |
Schedule of Finance Lease | Finance lease assets comprise primarily vehicles and office equipment as follow: As of December 31, 2023 2022 Cost $ 655,371 $ 1,571,075 Less: Accumulated depreciation (215,038 ) (564,844 ) Net book value $ 440,333 $ 1,006,231 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of income tax Table [Abstract] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate | The Company’s operating subsidiaries incorporated in different tax jurisdiction are subject to different corporate income tax rate as follows: Corporate Hong Kong 16.5 % Singapore 17.0 % Thailand 20.0 % Malaysia 24.0 % Macau 12.0 % United States 21.0 % Australia 0.0 % United Arab Emirates 25.0 % United Kingdom 19.0 % South Korea 25.0 % Japan 23.2 % Canada 15.0 % Vietnam 20.0 % China 25.0 % |
Schedule of Pre-tax Loss | Pre-tax profit (loss) from continuing operations, by jurisdiction, for the years ended December 31, 2023, 2022 and 2021 is as follows: For the years ended 2023 2022 2021 Cayman Islands $ (4,100,487 ) $ (4,302,089 ) $ (1,733,786 ) BVI (16,537 ) (17,811 ) (12,769 ) Hong Kong (10,805,695 ) (3,245,238 ) (628,015 ) Singapore (180,619 ) (160,228 ) (16,041 ) Thailand (2,852,376 ) (5,826,236 ) (3,873,611 ) Malaysia (2,761,202 ) (478,658 ) - Macau (193,865 ) (161,513 ) - United States (321,399 ) (572,088 ) - Australia 15,199 (15,199 ) - United Arab Emirates (UAE) (22,157 ) (72,036 ) - United Kingdom 1,350 (1,350 ) - South Korea (11,236 ) (20,029 ) - Japan (189,773 ) (77,055 ) - Canada 3,418 (2,997 ) - Vietnam 17,123 (17,123 ) - China (7,770,944 ) (3,501,768 ) - $ (29,189,200 ) $ (18,471,418 ) $ (6,264,222 ) |
Schedule of Components of the Income Tax Provision | The components of the income tax provision are: For the years ended 2023 2022 2021 Current income tax expense $ - $ - $ - Deferred income tax expense (benefit) (434,320 ) 132,208 (732,868 ) Total income tax (benefit) expense $ (434,320 ) $ 132,208 $ (732,868 ) |
Schedule of Reconciliation Between the Statutory Tax Rate to Income Before Income Taxes and the Actual Provision for Income Taxes | Reconciliation between the statutory tax rate to income before income taxes and the actual provision for income taxes is as follows: For the years ended 2023 2022 2021 (Loss) Profit before income tax expense* $ (994,531 ) $ (3,840,120 ) $ (4,068,887 ) Thailand income tax statutory rate 20 % 20 % 20 % Income tax at statutory tax rate (198,906 ) (768,024 ) (813,777 ) Deferred tax assets not recognized 713,468 768,024 - Permanent differences (80,242 ) 132,208 80,910 Income tax expense (benefit) $ 434,320 $ 132,208 $ (732,868 ) * This amount represents profit before income tax after adjustments for non-deductible and non-taxable expense items from the Thailand operating entity. |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are comprised of the following: As of December 31, 2023 2022 Provision for employee benefits $ 982,013 $ 965,560 Net operating loss carried forward 893,693 671,894 Valuation allowance (724,866 ) - Deferred tax assets 1,150,840 1,637,454 Less: Deferred tax liabilities - finance leases (65,363 ) (125,701 ) Deferred tax assets, net $ 1,085,477 $ 1,511,753 |
Provision for Employee Benefi_2
Provision for Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Provision for Employee Benefits [Abstract] | |
Schedule of Annual Voluntary Resignation | Annual Voluntary Resignation: Age related rates as follows. Age Group (Years) Annual Voluntarily Annual Voluntarily Below 31 17 % 24 % 31-40 8 % 16 % 41-50 6 % 13 % Above 50 0 % 0 % Annual Voluntary Resignation: Age related rates as follows. Age Group (Years) Annual Voluntarily Below 31 24 % 31-40 16 % 41-50 13 % Above 50 0 % |
Schedule of Movement in the Present Value of Plan A’s Defined Benefit Obligation | Movement in the present value of Plan A’s retired benefit obligation: As of December 31, 2023 2022 Defined benefit obligations at January 1, $ 4,827,800 $ 5,827,355 Transfer to R&I - (19,304 ) Benefits paid during the year (578,457 ) (922,305 ) Current service costs 442,700 459,975 Interest 121,651 110,483 Past service cost and gain on settlement 37,677 155,697 Actuarial gain (loss) 3,431 (559,544 ) Exchange differences 55,265 (224,557 ) Defined benefit obligations at December 31, $ 4,910,067 $ 4,827,800 Movement in the present value of Plan B’s retired benefit obligation: As of December 31, 2023 2022 Defined benefit obligations at January 1, $ 21,814 $ - Transfer from GF Cash (CIT) - 19,304 Benefits paid during the year (2,884 ) - Current service costs 4,876 1,971 Interest 607 285 Past service cost and loss on settlement 2,491 - Actuarial loss (1,298 ) - Exchange differences 309 254 Defined benefit obligations at December 31, $ 25,915 $ 21,814 |
Schedule of Significant Actuarial Assumption | The following table presents the sensitivity analysis for each significant actuarial assumption with a variation of 1.0% in the assumptions as of the end of the reporting period: Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 4,526,095 $ (383,972 ) -7.82 -1 $ 5,354,805 $ 444,737 9.06 Salary Increase Rate 1 5,197,550 287,483 5.86 -1 4,658,682 (251,385 ) -5.12 Turnover Rate 1 4,749,274 (160,793 ) -3.27 -1 4,961,641 51,574 1.05 Life Expectancy +1 Year 4,920,291 10,224 0.21 -1 Year 4,899,921 (10,146 ) -0.21 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 4,500,166 $ (327,634 ) -6.79 -1 $ 5,201,435 $ 373,635 7.74 Salary Increase Rate 1 5,064,621 236,821 4.91 -1 4,617,667 (210,133 ) -4.35 Turnover Rate 1 4,683,817 (143,983 ) -2.98 -1 4,871,730 43,930 0.91 Life Expectancy +1 Year 4,837,009 9,207 0.19 -1 Year 4,818,657 (9,143 ) -0.19 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 5,406,718 $ (412,414 ) -7.09 -1 $ 6,291,799 $ 472,667 8.12 Salary Increase Rate 1 6,141,412 322,280 5.54 -1 5,534,865 (284,267 ) -4.89 Turnover Rate 1 5,596,605 (222,526 ) -3.82 -1 5,905,978 86,846 1.49 Life Expectancy +1 Year 5,832,121 12,989 0.22 -1 Year 5,806,228 (12,904 ) -0.22 The following table presents the sensitivity analysis for each significant actuarial assumption with a variation of 1.0% in the assumptions as of the end of the reporting period: Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 23,156 $ (2,760 ) -10.65 -1 $ 29,123 $ 3,208 12.38 Salary Increase Rate 1 28,622 2,707 10.45 -1 23,565 (2,351 ) -9.07 Turnover Rate 1 24,032 (1,883 ) -7.27 -1 26,976 1,061 4.09 Life Expectancy +1 Year 26,000 84 0.32 -1 Year 25,832 (84 ) -0.32 Assumption % Change Liability Amount % Change % Change Liability Amount % Change Discount Rate 1 $ 19,346 $ (2,469 ) -11.32 -1 $ 24,710 $ 2,896 13.27 Salary Increase Rate 1 24,176 2,362 10.83 -1 19,782 (2,032 ) -9.32 Turnover Rate 1 20,142 (1,672 ) -7.67 -1 22,799 985 4.51 Life Expectancy +1 Year 21,887 73 0.33 -1 Year 21,742 (72 ) -0.33 |
Schedule of Defined Benefit Obligation | Maturity profile of the defined benefit obligation as of December 31, are as follow: Year Defined 2024 $ 362,284 2025 321,130 2026 276,878 2027 360,796 2028 248,829 2029 252,801 2030 356,732 2031 548,682 2032 253,819 2033 212,944 2034-2048 13,008,757 >2048 8,081,234 Maturity profile of the defined benefit obligation as of December 31, are as follow: Year Defined 2024 $ - 2025 - 2026 - 2027 - 2028 - 2029 - 2030 - 2031 - 2032 - 2033 - 2034-2048 311,388 >2048 286,118 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Consolidated Balance Sheets [Abstract] | |
Schedule of Consolidated Balance Sheets | Consolidated Balance Sheets as of December 31, 2022 Pre-share Adjustments Post-share (Deficit) Equity Number of ordinary shares – authorized 300,000,000 (292,500,000 ) 7,500,000 Number of ordinary shares – issued and outstanding 64,770,529 (63,151,552 ) 1,618,977 Par value $ 0.003 $ 0.117 $ 0.12 |
Schedule of Consolidated Statements of Profit or Loss | Consolidated Statements of Profit or Loss for the year ended December 31, 2022 Pre-share consolidation Adjustments Post-share consolidation Loss per share Basic and diluted loss for the year attributable to ordinary equity holders of the Company $ (0.37 ) $ (14.60 ) $ (14.97 ) Weighted average number of shares used in computation: Basic and diluted 49,605,434 (48,365,582 ) 1,239,852 Consolidated Statements of Profit or Loss for the year ended December 31, 2021 Pre-share consolidation Adjustments Post-share consolidation Loss per share Basic and diluted loss for the year attributable to ordinary equity holders of the Company $ (0.31 ) $ (11.59 ) $ (11.90 ) Weighted average number of shares used in computation: Basic and diluted 17,537,238 (17,076,519 ) 460,719 |
Selling, Distribution and Adm_2
Selling, Distribution and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Selling, Distribution and Administrative Expenses [Abstract] | |
Schedule of Administrative Expenses | For the years ended 2023 2022 2021 Staff expense $ 6,392,020 $ 6,753,737 $ 3,310,362 Rental expense 536,272 452,137 2,564 Depreciation and amortization expense 2,439,986 2,997,945 1,261,988 Utilities expense 87,327 72,550 91,180 Travelling and entertainment expense 445,714 600,362 145,247 Professional fees 1,434,367 2,086,279 1,164,536 Repairs and maintenance 68,696 57,782 69,805 Other service fees 322,894 433,822 240,328 Research and development expense 169,511 99,947 - Other expenses* 1,013,688 989,687 888,280 $ 12,910,475 $ 14,544,248 $ 7,174,290 * Other expenses mainly comprised of office expenses, stamp duties, training costs, etc. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties and their Relationships | The table below sets forth the major related parties and their relationships with the Company as of December 31, 2023: Name of related parties Relationship with the Company Tu Jingyi (“Mr. Tu”) Shareholder of the Company Guardforce AI Technology Limited Holding Company Guardforce AI Service Limited Holding Company Shenzhen Intelligent Guardforce Robot Technology Co., Limited Controlled by Mr. Tu Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries Controlled by Mr. Tu Nanjing Zhongzhi Yonghao Robot Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Nanchang Zongkun Intelligent Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Sichuan Qiantu Guardforce Robot Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company CSF Mingda Technology Co., Ltd Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Zhongzhi Yonghao Robot Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Qianban Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Guardforce Security Service (Shanghai) Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shenzhen Guardforce Qiyun Technology Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Shanghai Yongan Security Alarm System Co., Ltd. Mr. Tu is the majority shareholder of its ultimate holding company Guardforce Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Guardforce Holdings (HK) Limited Controlled by Mr. Tu’s father Guardforce TH Group Company Limited Mr. Tu’s father is the majority shareholder Guardforce Security (Thailand) Company Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Guardforce Aviation Security Company Limited Mr. Tu’s father is the majority shareholder of its ultimate holding company Perfekt Technology & System Co., Ltd. Mr. Tu’s father is the majority shareholder of its ultimate holding company InnoAI Technology (Shenzhen) Co., Ltd. Controlled by Jia Lin, President of the Company |
Schedule of Amounts Due from Related Parties | Amounts due from related parties: As of December 31, 2023 2022 Guardforce TH Group Company Limited (c) $ 1,804 $ 894 Guardforce AI Technology Limited (c) - 423 Guardforce AI Service Limited (c) - 423 Shenzhen Intelligent Guardforce Robot Technology Co., Limited (a) - 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) 10,834 11,129 $ 2,172,638 $ 14,508,873 (a) Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”) comprised of $2,382,592 representing prepayments for the purchase of robots from CIOT, $2,773,560 receivables in connection with the robots returned to CIOT and $481,375 expense paid on behalf of CIOT. On December 31, 2023, the Company made a full allowance for doubtful debts of $5,637,527 on the amount due from CIOT. (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 were paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%) at $2.00 per share. During the year ended December 31, 2022, the Company fully paid the purchase considerations. Cash amount of $2,160,000 was paid and 9,720,000 restricted ordinary shares of the Company were issued. After the 2023 share consolidation, the 9,720,000 shares issued became 243,000 shares. The restricted ordinary shares issued were valued at $0.50 per share, as a result of the 2023 share consolidation, the value became $20 per share, based on the market share price at the issuance date, the equity portion of the deposit paid for business acquisitions was $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 were agreed to be returned within 90 days of the signing of the termination agreement. On February 13, 2023, after the 2023 share consolidation, 243,000 restricted ordinary shares amounting to $4,860,000 were returned to and cancelled by the Company. (c) Amounts due from these related parties represent business advances for operational purposes. On May 25, 2023 and December 27, 2023, the Company, Mr. Tu and these related parties agreed to offset certain receivable and payable balances. |
Schedule of Amounts Due to Related Parties | Amounts due to related parties: As of December 31, 2023 2022 Tu Jingyi (a) $ 152,725 $ 210,028 Guardforce Holdings (HK) Limited (b) 43,337 394,016 Guardforce Security (Thailand) Company Limited (c) 74,429 77,413 Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (d) 2,528,916 2,403,555 Shenzhen Zhongzhi Yonghao Robot Co., Ltd. (e) 63,718 394,151 Shenzhen Qianban Technology Co., Ltd. (e) - 99,733 Guardforce Security Service (Shanghai) Co., Ltd. (e) 35,225 267,764 Shenzhen Guardforce Qiyun Technology Co., Ltd. (e) - 189 Shanghai Yongan Security Alarm System Co., Ltd. (e) - 21,842 Guardforce Aviation Security Company Limited (c) 156 - $ 2,898,506 $ 3,868,691 (a) Amount due to Tu Jingyi (“Mr. Tu”) represents accrued interest on loans. During the year ended December 31, 2023, the Company repaid $78,863 to Mr. Tu to settle a portion of accrued interest outstanding as of December 31, 2022. Interest accrued for the year ended December 31, 2023 was $21,560. (b) As of December 31, 2023, amount due to Guardforce Holdings (HK) Limited represents the interest accrued for the year December 31, 2023. During the year ended December 31, 2023, the Company had fully repaid the outstanding balance as of December 31, 2022, which comprised of $195,398 advances made and $198,618 accrued interests on loans. (c) Amounts due to Guardforce Security (Thailand) Company Limited, Guardforce Aviation Security Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by related parties. (d) Amounts due to Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Keiwei”) and its subsidiaries comprised of $2,754,489 representing trade payables for the purchase of robots from a related party and $5,600 expense paid on behalf by a related party, offset with receivable balance of (i) $151,265 from the return of robots to Shenzhen Kewei; (ii) $68,350 robots rental fee charged to Shenzhen Kewei; and (iii) $11,558 expense paid expense paid on behalf of Shenzhen Kewei. (e) Amounts due to related parties represent business advances for operational purposes. |
Schedule of Short-term Borrowing from a Related Party | Short-term borrowing from a related party: As of December 31, 2023 2022 Guardforce Holdings (HK) Limited (a) $ 1,666,846 $ 3,148,500 Tu Jingyi (c) 1,437,303 - $ 3,104,149 $ 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $40,458, $27,350 and $54,700, respectively. This loan is classified as short-term borrowing from a related party. Pursuant to the repayment plan provided by Mr. Tu on March 1, 2023, Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited and borrowings from Mr. Tu if Mr. Tu is unable to settle the amount due from his controlled entities in full as of December 31, 2023. In execution of the repayment plan, on May 25, 2023, the Company and Mr. Tu made an arrangement to legally offset the Company’s related party payables with the borrowings from Guardforce Holdings (HK) Limited (the “Netting Arrangement”). 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $2,757, $4,135 and $8,270, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $122, $183 and $14,940, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $21,560, $10,780 and $21,560, respectively. Pursuant to the settlement agreement (Note 28), management of the Company plans to repay this loan within 12 months, therefore, this loan is classified as short-term borrowing from a related party. |
Schedule of Long-term Borrowings from Related Parties | Long-term borrowings from related parties: As of December 31, 2023 2022 Guardforce Holdings (HK) Limited (b) $ - $ 18,346 Tu Jingyi (c) - 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $40,458, $27,350 and $54,700, respectively. This loan is classified as short-term borrowing from a related party. Pursuant to the repayment plan provided by Mr. Tu on March 1, 2023, Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited and borrowings from Mr. Tu if Mr. Tu is unable to settle the amount due from his controlled entities in full as of December 31, 2023. In execution of the repayment plan, on May 25, 2023, the Company and Mr. Tu made an arrangement to legally offset the Company’s related party payables with the borrowings from Guardforce Holdings (HK) Limited (the “Netting Arrangement”). 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $2,757, $4,135 and $8,270, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $122, $183 and $14,940, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $21,560, $10,780 and $21,560, respectively. Pursuant to the settlement agreement (Note 28), management of the Company plans to repay this loan within 12 months, therefore, this loan is classified as short-term borrowing from a related party. |
Schedule of Related Party Transactions | Related party transactions: For the years ended Nature 2023 2022 2021 Service/ Products received from related parties: Guardforce Security (Thailand) Company Limited (a) $ 918,536 $ 792,499 $ 763,256 Guardforce Aviation Security Company Limited (b) 1,643 4,052 5,739 Perfekt Technology & System Co., Ltd. (c) - - 6,850 Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases (d) 6,178 5,964,199 5,702,103 Shenzhen Kewei Robot Technology Co., Limited – Purchases (e) 93,633 1,196,450 - Shenzhen Kewei Robot Technology Co., Limited – ICP (f) - 3,000,000 - InnoAI Technology (Shenzhen) Co., Ltd. (g) 49,000 - - $ 1,068,990 $ 7,823,592 $ 6,477,948 Service/ Products delivered to related parties: Guardforce Limited (h) - - 12,846 GF Technovation Company Limited (h) 231 146,243 98,781 Shenzhen Kewei Robot Technology Co., Limited (i) 68,594 - - $ 68,825 $ 146,243 $ 111,627 (a) Guardforce Security (Thailand) Co., Ltd. provided security guard services to the Company. (b) Guardforce Aviation Security Co., Ltd. provided escort services to the Company. (c) Perfekt Technology & System Co., Ltd. provided security equipment to the Company. (d) The Company paid $13,219,105 to Shenzhen Intelligent Guardforce Robot Technology Co., Limited for the purchase of robots, in which robots amounting to $4,481,346 had yet to be delivered, and robots amounting to $2,773,560 were returned by the Company. (e) The Company paid $1,785,617 to Shenzhen Kewei Robot Technology Co., Limited for the purchase of robots amounting to $1,611,782, in which robots amounting to $415,332 were returned by the Company. (f) On February 8, 2022, the Company entered into a Commission Development Agreement with Shenzhen Kewei Robot Technology Co., Limited 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 in 2022 as a one-time lump sum payment upon the execution of the agreement. (g) InnoAI Technology (Shenzhen) Co., Ltd. provided ERP and IT support services to the Company. (h) The Company sold robots to GF Technovation Company Limited. (i) The Company rented robots to Shenzhen Kewei Robot Technology Co., Limited. (j) In late 2023, Mr. Tu and his controlled companies filed various complaints against the Company with the courts in China and Hong Kong as follows: (i) disputes on certain purchase related contracts with Shenzhen Kewei Robot Technology Co., Limited that Mr. Tu claimed for an aggregate amount of $3.32 million; (ii) disputes on certain purchase related contracts with Shenzhen Intelligent Guardforce Robot Technology Co., Limited that Mr. Tu claimed for an aggregate amount of $0.09 million; and (iii) objection to the process on removing Mr. Tu as director for two subsidiaries, namely GFAI Robot Service (Hong Kong) Limited and Guardforce AI (Hongkong) Co., Limited. In November 2023, correspond to the disputes on certain purchase related contracts with Shenzhen Kewei Robot Technology Co., Limited, the court in China froze all the bank accounts of Shenzhen GFAI and Robot Service Shenzhen. The Company has sought legal advice to resolve these legal disputes through mediation. On March 22, 2024, the Company reached a settlement with Mr. Tu, including Mr. Tu agreeing to withdraw all the claims against the Company. On March 27, 2024, Mr. Tu had withdrawn all the claims against the Company, and the freeze on all of the bank accounts of Shenzhen GFAI and Robot Service Shenzhen were lifted on April 2, 2024 (Note 28). Therefore, no provision has been made for these liabilities in the financial statements. |
Consolidated Segment Data (Tabl
Consolidated Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Consolidated Segment Data [Abstract] | |
Schedule of Revenue and Non-Cash Compensation | Selected information by segment is presented in the following tables for the years ended December 31, 2023, 2022 and 2021: For the years ended 2023 2022 2021 Revenues (1) Secured logistics $ 31,892,550 $ 30,907,623 $ 34,300,213 Robotics AI solutions 757,284 1,272,236 368,659 General security solutions 3,630,668 1,785,789 - $ 36,280,502 $ 33,965,648 $ 34,668,872 (1) Revenue excludes intercompany sales. For the years ended 2023 2022 2021 Operating loss Secured logistics $ (1,895,092 ) $ (1,353,365 ) $ (808,162 ) Robotics AI solutions (21,773,699 ) (11,227,391 ) (1,072,133 ) General security solutions (936,390 ) (178,580 ) - Corporate and others (1) (4,697,597 ) (4,066,903 ) (1,872,155 ) Operating loss from continuing operations $ (29,302,778 ) $ (16,826,239 ) $ (3,752,450 ) Total other income from four segments 461,926 87,616 292,732 Foreign exchange gains (losses), net: - Secured logistics 241,813 (629,844 ) (1,814,948 ) - Robotics AI solutions 55,567 37,503 (1,511 ) - Corporate and others 7,646 1,376 (3,202 ) Finance costs: - Secured logistics (510,818 ) (802,438 ) (885,183 ) - Robotics AI solutions (14,431 ) (22,695 ) (2,793 ) - General security solutions (857 ) (946 ) - - Corporate and others (127,268 ) (315,751 ) (96,867 ) Loss before income tax from continuing operations (29,189,200 ) (18,471,418 ) (6,264,222 ) Provision for income tax (expense) benefit (434,320 ) (132,208 ) 732,868 Net loss for the year from continuing operations (29,623,520 ) (18,603,626 ) (5,531,354 ) Net profit (loss) for the year from discontinued operations – Information security segment 34,138 (62,432 ) 39,700 Net loss for the year (29,589,382 ) (18,666,058 ) (5,491,654 ) Net loss attributable to the non-controlling interest 17,721 101,264 9,727 Net loss attributable to equity holders of the Company (29,571,661 ) (18,564,794 ) (5,481,927 ) (1) Includes impairment of goodwill on acquired subsidiaries, non-cash compensation expense, professional fees and consultancy fees for the Company. Non-cash compensation expense of $1,101,800, $252,095 and $ nil |
Schedule of Depreciation and Amortization by Segment | Depreciation and amortization by segment for the year ended December 31, 2023, 2022 and 2021 are as follows: For the years ended 2023 2022 2021 Depreciation and amortization: Secured logistics $ 3,256,128 $ 3,373,660 $ 4,407,085 Robotics AI solutions 1,738,563 2,497,153 625,557 General security solutions 248,549 110,594 - $ 5,243,240 $ 5,981,407 $ 5,032,642 |
Schedule of the Total Assets by Segment | Total assets As at December 31, 2023 2022 Secured logistics $ 21,613,383 $ 25,315,845 Robotics AI solutions 3,127,857 23,577,547 General security solutions 2,836,403 4,260,811 Corporate and others 18,035,342 7,397,254 Information security 201,963 * 615,517 $ 45,814,948 $ 61,166,974 * As of December 31, 2023, the total assets for information security segment were presented as assets held for sale on the consolidated balance sheets. |
Schedule of Total Non-Current Assets by Geographical Segment | Total non-current assets As at December 31, 2023 2022 The PRC (including Hong Kong and Macau) $ 3,289,170 $ 11,234,176 Thailand 10,472,012 14,223,714 Other countries 933,174 446,020 $ 14,694,356 $ 25,903,910 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Payments for Employment Agreements | Amount Years ending December 31: 2024 $ 1,446,590 2025 633,744 Total minimum payment required $ 2,080,334 |
Schedule of Capital Expenditure Commitments | Payments Due by Period Less than More than Contractual Obligations Nature Total 1 year 1-2 years 3-5 years 5 years Service fee commitments (a) $ 398,521 $ 246,592 $ 151,929 $ - $ - Operating lease commitments (b) 3,121,052 1,927,835 1,124,445 68,772 - Purchase commitments (c) 3,079,373 3,079,373 - - - $ 6,598,946 $ 5,253,800 $ 1,276,374 $ 68,772 $ - (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 is comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which will expire in August 2025. (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 (“CIOT”) and Shenzhen Kewei Robot Technology Co., Ltd. (“Shenzhen Kewei”) to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. These agreements with CIOT and Shenzhen Kewei will become void upon fulfillment of the settlement agreement. |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
Schedule of Company’s Revenue | The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021. For the years ended December 31, 2023 % of 2022 % of 2021 % of Company A $ 7,548,954 20.8 % $ 8,093,618 23.8 % $ 9,611,739 27.7 % Company B 5,332,493 14.7 % 5,911,995 17.4 % 6,636,377 19.1 % Company C 3,051,057 8.4 % 3,294,297 9.7 % 3,559,424 10.3 % Company D 4,928,204 13.6 % 4,174,278 12.3 % 4,140,975 12.0 % $ 20,860,708 57.5 % $ 21,474,188 63.2 % $ 23,948,515 69.1 % |
Schedule of Trade Receivable | Details of the customers which accounted for 10% or more of trade receivables are as follows: As of December 31, 2023 % account 2022 % account Company A $ 954,218 16.9 % $ 1,066,264 19.7 % Company B 1,083,965 19.3 % $ 672,314 12.4 % Company E 712,854 12.7 % 556,414 10.3 % $ 2,751,037 48.9 % $ 2,294,992 42.4 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Operating Segment | The results of Handshake for the years ended December 31, 2023, 2022 and 2021 are presented below: For the years ended 2023 2022 2021 Revenue $ 795,733 $ 512,300 $ 484,318 Cost of sales (178,731 ) (50,342 ) (27,839 ) Gross profit 617,002 461,958 456,479 Selling, distribution and administrative expenses (583,424 ) (523,858 ) (407,753 ) Operating income (loss) 33,578 (61,900 ) 48,726 Other income (expense) 223 1,116 (7,512 ) Foreign exchange gains 423 - (1,514 ) Finance costs (86 ) (1,648 ) - Net profit (loss) from discontinued operations $ 34,138 $ (62,432 ) $ 39,700 |
Schedule of Assets and Liabilities Held for Sale | The assets and liabilities of Handshake classified as held of sale as at December 31, 2023 is as follows: As of Assets Cash and cash equivalents $ 28,642 Trade receivables 158,216 Other current and non-current assets 15,105 Assets held for sale 201,963 Liabilities Trade and other payables (119,347 ) Other current and non-current liabilities (11,529 ) Liabilities directly associated with assets held for sale (130,876 ) Net assets directly associated with assets held for sale $ 71,087 |
Schedule of Cash Flow Components | The following table summarizes the key cash flow components of Handshake for the years ended December 31, 2023, 2022 and 2021: For the year ended 2023 2022 2021 Net cash (outflows) inflows from operating activities $ (53,693 ) $ (91,127 ) $ 149,186 Net cash from investing activities - - - Net cash from financing activities - - - Net (decrease) increase in cash and cash equivalents (53,693 ) (91,127 ) 149,186 Cash and cash equivalents at beginning of year 82,335 173,462 24,276 Cash and cash equivalents at the end of the year $ 28,642 $ 82,335 $ 173,462 |
Condensed Financial Informati_2
Condensed Financial Information of the Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information of the Parent Company[Abstract] | |
Schedule of Statements of Financial Position | The parent Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023 and 2022. As of December 31, 2023 2022 (Unaudited) (Unaudited) Assets Cash and cash equivalents $ 15,751,630 $ 332,617 Other receivables 108,215 9,000 Amount due from related parties 3,311,266 7,020,000 Goodwill 411,862 2,679,445 Investment in subsidiaries 10,158,381 14,915,920 Total assets $ 29,741,354 $ 24,956,982 Liabilities and equity Other payables and liabilities $ 1,209,317 $ - Convertible note payable - 1,730,267 Borrowings from related parties 3,300,212 4,033,084 Total liabilities 4,509,529 5,763,351 Equity Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued and outstanding 9,830,373 shares at December 31, 2023; par value $0.12* authorized 7,500,000 shares, issued and outstanding 1,618,977* shares at December 31, 2022 1,179,680 194,313 Subscription receivable (50,000 ) (50,000 ) Additional paid in capital 80,983,164 46,231,302 Legal reserve 223,500 223,500 Warrants reserve 251,036 251,036 Accumulated deficit (58,340,675 ) (28,769,014 ) Accumulated other comprehensive income 985,120 1,112,494 Capital & reserves attributable to equity holders of the Company 25,231,825 19,193,631 Total liabilities and equity $ 29,741,354 $ 24,956,982 * Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Schedule of Statements of Profit and Loss and Comprehensive Loss | For the years ended 2023 2022 2021 (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - Cost of sales - - - Gross margin - - - Impairment of goodwill (2,267,583 ) - - Stock-based compensation expense (1,101,800 ) - - Administrative expenses (2,931,064 ) (4,042,981 ) (1,861,520 ) Loss from operations (6,300,447 ) (4,042,981 ) (1,861,520 ) Other income, net 380,759 56,642 227,205 Finance cost 8,420 (315,750 ) (99,470 ) Equity loss of subsidiaries (23,660,393 ) (14,262,705 ) (3,748,142 ) Net loss attributable to equity holders of the Company $ (29,571,661 ) $ (18,564,794 ) $ (5,481,927 ) |
Schedule of Statements of Cash Flows | For the years ended 2023 2022 2021 (Unaudited) (Unaudited) (Unaudited) Operating activities Net loss $ (29,571,661 ) $ (18,564,794 ) $ (5,481,927 ) Adjustments to reconcile net income to net cash provided by operating activities Stock-based compensation expense 1,101,800 252,095 - Finance costs 62,371 230,267 - Impairment of goodwill 2,267,583 - - Equity loss from equity investments 14,262,703 14,262,705 3,748,142 Changes in operating assets and liabilities: Other receivables, net (99,215 ) (3,167 ) (5,833 ) Other payables and liabilities 6,625,255 (25,834,800 ) (7,405,803 ) Net cash used in operating activities (5,351,164 ) (29,657,694 ) (9,145,421 ) Financing activities Proceeds from issue of shares 20,867,386 20,346,353 13,244,329 Proceeds from exercise of warrants 506,693 3,014,710 - Proceeds from a convertible note - 1,500,000 - Cash repayment for a convertible note (554,238 ) - - Cash paid for the cancellation of fractional shares (49,664 ) - - Net cash provided by financing activities 20,770,177 24,860,063 13,244,329 Net increase (decrease) in cash and cash equivalents, and restricted cash 15,419,013 (4,796,631 ) 4,098,908 Cash and cash equivalents at beginning of year 332,617 5,129,248 1,030,340 Cash and cash equivalents at end of year $ 15,751,630 $ 332,617 $ 5,129,248 |
Nature of Operations (Details)
Nature of Operations (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 06, 2024 shares | Feb. 06, 2024 shares | Feb. 15, 2023 shares | Apr. 08, 2022 shares | Mar. 14, 2022 shares | Mar. 13, 2020 shares | Jan. 08, 2020 shares | Jun. 16, 2022 shares | Sep. 21, 2018 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2021 shares | May 24, 2024 | Dec. 31, 2023 MOP (MOP$) | Dec. 31, 2023 MYR (RM) | Mar. 11, 2022 | Nov. 18, 2021 | Nov. 01, 2021 | Mar. 25, 2021 | |
Nature of Operations [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) | 8,739,351 | 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) | $ | $ 2,773,560 | |||||||||||||||||
Votes percentage | 100% | 99.07% | 99.07% | 99.07% | ||||||||||||||
Outstanding shares (in Shares) | 3,857,144 | |||||||||||||||||
Ordinary shares (in Shares) | 1,666,666 | 1,666,666 | 33,600 | 1,300 | ||||||||||||||
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% | |||||||||||||||||
Shares percentage | 97% | |||||||||||||||||
Acquired majority percentage | 51% | |||||||||||||||||
Transferred shares (in Shares) | 833,333 | |||||||||||||||||
Restricted ordinary shares (in Shares) | 1,091 | 10,500,000 | ||||||||||||||||
Consideration amount | $ 3,205 | MOP$ 25000 | ||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
Acquisition purchase price paid amount (in Dollars) | $ | $ 10,000,000 | |||||||||||||||||
Mix of cash percentage | 10% | |||||||||||||||||
Percentage of restricted ordinary shares | 90% | |||||||||||||||||
Number of shares issued (in Shares) | 53,571 | |||||||||||||||||
Purchase price of assets (in Dollars) | $ | $ 2,100,000 | |||||||||||||||||
Restricted ordinary shares per share (in Dollars per share) | $ / shares | $ 0.2 | |||||||||||||||||
Guardforce AI Group Co., Limited [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Cumulative unpaid dividends of the preferred shares (in Dollars) | $ | $ 1,700 | |||||||||||||||||
Shenzhen Kewei [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Restricted ordinary shares (in Shares) | 2,142,852 | |||||||||||||||||
Number of shares issued (in Shares) | 262,500 | 94,500 | ||||||||||||||||
Beijing Wanjia [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Restricted ordinary shares (in Shares) | 3,780,000 | |||||||||||||||||
Acquisition purchase price paid amount (in Dollars) | $ | $ 8,400,000 | |||||||||||||||||
Mix of cash percentage | 10% | |||||||||||||||||
Restricted ordinary shares percentage | 90% | |||||||||||||||||
AI Holding Limited [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Proportion of ownership interest in subsidiary | 100% | |||||||||||||||||
AI Robotics [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Proportion of ownership interest in subsidiary | 100% | |||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | 100% | ||||||||||||||
AI Hong Kong Limited [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Proportion of ownership interest in subsidiary | 100% | |||||||||||||||||
Southern Ambition [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Proportion of ownership interest in subsidiary | 100% | |||||||||||||||||
Votes percentage | 95% | 95% | 95% | |||||||||||||||
Owned subsidiary percentage | 1% | 1% | 1% | |||||||||||||||
Horizon Dragon Limited [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Proportion of ownership interest in subsidiary | 100% | |||||||||||||||||
Aggregate ordinary shares (in Shares) | 49,000 | |||||||||||||||||
Owned subsidiary percentage | 1% | 1% | 1% | |||||||||||||||
AI Thailand [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Ordinary shares (in Shares) | 3,799,544 | |||||||||||||||||
Owned subsidiary percentage | 98% | 98% | 98% | |||||||||||||||
Singapore Agreement [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Acquire equity interest | 100% | |||||||||||||||||
Macau Agreement [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Acquire equity interest | 100% | |||||||||||||||||
Owned subsidiary percentage | 100% | |||||||||||||||||
Malaysia Agreement [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Acquire equity interest | 100% | |||||||||||||||||
Consideration amount | $ 1 | RM 1 | ||||||||||||||||
AI Malaysia [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | AI Jian [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | AI Australia [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | Dubai [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | United kingdom [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | Canada [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | JAPAN | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Robot Service [Member] | Korea (North), Won | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
AI Shenzhen [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
Kewei Agreement [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Acquire equity interest | 100% | |||||||||||||||||
GFAI Technology [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Owned subsidiary percentage | 100% | 100% | 100% | |||||||||||||||
Forecast [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Restricted ordinary shares (in Shares) | 1,091 | |||||||||||||||||
Returned shares (in Shares) | 1,091 | |||||||||||||||||
Forecast [Member] | Handshake [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Transferred shares (in Shares) | 510 | |||||||||||||||||
Forecast [Member] | Beijing Wanjia [Member] | ||||||||||||||||||
Nature of Operations [Line Items] | ||||||||||||||||||
Acquire equity interest | 100% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
May 24, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2023 | |
Significant Accounting Policies [Line Items] | |||||
Ordinary share per share (in Dollars per share) | $ 2 | $ 0.12 | |||
cash and cash equivalents | $ 22,000,000 | ||||
Totaling approximately | $ 3,620,000 | ||||
Other segments percentage | 10% | ||||
Profit or loss percent | 10% | ||||
Assets percentage | 10% | ||||
Geographical segmental data revenue percentage | 4% | ||||
Rate of variance | 2.14% | ||||
Post-tax profit higher/lower | $ 288,000 | $ 228,000 | |||
Post-tax interest rate risk | $ 3,800 | 11,000 | 14,000 | ||
Restricted cash amount | 1,600,000 | 1,300,000 | |||
Cash in china | $ 100,000 | ||||
Recognized recovery impairment provision | 899,433 | (7,394) | |||
Allowance for slow moving or obsolete inventory | $ 3,797,552 | 942,882 | |||
Commercial contracts tax rate | 3% | ||||
Governmental contracts tax rate | 1% | ||||
Impairment loss on goodwill | $ 2,267,583 | ||||
Impairment loss | 3,682,789 | 4,408,037 | |||
Revenue amounting | 36,211,678 | 34,331,705 | 35,041,563 | ||
Related party | 68,824 | 146,243 | 111,627 | ||
Related lawsuits | 3.62 | ||||
Actuarial loss | 3,486 | ||||
Actuarial gain | 551,649 | 627,193 | |||
Recognized rental income | $ 493,516 | 582,000 | $ 257,000 | ||
Strengthened/weakened [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Rate of variance | 2.28% | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Post-tax profit higher/lower | $ 1,000 | ||||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Post-tax profit higher/lower | $ 288,000 | ||||
Revenue recognize | $ 256,815 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Currency Exchange Rates Impact | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Thai Baht [Member] | |||
Schedule of Currency Exchange Rates Impact [Line Items] | |||
Year End Rate | 0.0292 | 0.0289 | 0.03 |
Average Rate | 0.0288 | 0.0286 | 0.0313 |
Hong Kong Dollar [Member] | |||
Schedule of Currency Exchange Rates Impact [Line Items] | |||
Year End Rate | 0.1282 | 0.1282 | 0.1282 |
Average Rate | 0.1282 | 0.1282 | 0.1282 |
Chinese Renminbi [Member] | |||
Schedule of Currency Exchange Rates Impact [Line Items] | |||
Year End Rate | 0.1409 | 0.1447 | |
Average Rate | 0.1414 | 0.1446 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Non-derivative Financial Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Non-derivative Financial Liabilities [Line Items] | ||
Trade and other payables | $ 3,016,850 | $ 2,633,995 |
Borrowings | 381,651 | 17,081,434 |
Borrowings from related parties | 3,104,149 | 4,604,149 |
Amount due to related parties | 2,898,506 | 3,868,691 |
Other liabilities | 3,171,643 | 2,520,569 |
Operating lease liabilities | 2,694,923 | 4,114,267 |
Finance lease liabilities | 327,593 | 631,686 |
Convertible note payables | 1,730,267 | |
Provision for employee benefits | 24,882,392 | 25,314,237 |
Liabilities directly associated with the assets held for sale | 130,876 | |
Non-derivative financial liabilities | 40,608,583 | 62,499,295 |
Within 1 year [Member] | ||
Schedule of Non-derivative Financial Liabilities [Line Items] | ||
Trade and other payables | 3,016,850 | 2,633,995 |
Borrowings | 337,241 | 3,181,616 |
Borrowings from related parties | 3,104,149 | 3,148,500 |
Amount due to related parties | 2,898,506 | 3,868,691 |
Other liabilities | 3,171,643 | 2,477,369 |
Operating lease liabilities | 1,239,066 | 1,774,192 |
Finance lease liabilities | 108,597 | 398,136 |
Convertible note payables | 1,730,267 | |
Provision for employee benefits | 362,284 | 457,315 |
Liabilities directly associated with the assets held for sale | 130,876 | |
Non-derivative financial liabilities | 14,369,212 | 19,670,081 |
1 to 5 years [Member] | ||
Schedule of Non-derivative Financial Liabilities [Line Items] | ||
Trade and other payables | ||
Borrowings | 44,410 | 13,899,818 |
Borrowings from related parties | 1,455,649 | |
Amount due to related parties | ||
Other liabilities | 43,200 | |
Operating lease liabilities | 1,455,857 | 2,340,075 |
Finance lease liabilities | 218,996 | 233,550 |
Convertible note payables | ||
Provision for employee benefits | 1,460,434 | 1,554,322 |
Liabilities directly associated with the assets held for sale | ||
Non-derivative financial liabilities | 3,179,697 | 19,526,614 |
>5 years [Member] | ||
Schedule of Non-derivative Financial Liabilities [Line Items] | ||
Trade and other payables | ||
Borrowings | ||
Borrowings from related parties | ||
Amount due to related parties | ||
Other liabilities | ||
Operating lease liabilities | ||
Finance lease liabilities | ||
Convertible note payables | ||
Provision for employee benefits | 23,059,674 | 23,302,600 |
Liabilities directly associated with the assets held for sale | ||
Non-derivative financial liabilities | $ 23,059,674 | $ 23,302,600 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Net Equity (Debt) Analysis - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Net Debt Analysis [Abstract] | ||
Cash, cash equivalents, and restricted cash (Note 4) | $ 21,973,395 | $ 8,230,644 |
Borrowings – repayable within one year | (3,441,390) | (6,330,116) |
Borrowings – repayable after one year | (44,410) | (15,355,467) |
Net equity (debt) | $ 18,487,595 | $ (13,454,939) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Leasehold Improvements [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life, description | Lesser of useful life or remaining lease term |
Tools and Equipment [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture, Fixtures and Office Equipment [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | Bottom Range [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | Top Range [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 10 years |
GDM Machines [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Robots [Member] | |
Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Cost of the Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Computer Software [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Intelligent Cloud Platform [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Right-of-use Platform [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Customer base [Member] | Top of range [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 1 year |
Customer base [Member] | Bottom of range [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 3 years |
Technical know-how [Member] | Top of range [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 8 years |
Technical know-how [Member] | Bottom of range [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Security Surveillance system [Member] | |
Schedule of Cost of the Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of Disaggregation Information of Revenue by Service Type - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 36,280,502 | $ 33,965,648 | $ 34,668,872 | |
Percentage of Total Revenue | 100% | 100% | 100% | |
Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 11,882,370 | $ 10,693,948 | $ 11,205,580 | |
Percentage of Total Revenue | 32.80% | 31.50% | 32.30% | |
Cash-In-Transit - Dedicated Vehicle to Banks (CIT DV) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 3,814,604 | $ 4,074,052 | $ 4,556,538 | |
Percentage of Total Revenue | 10.50% | 12% | 13.10% | |
ATM Management [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 7,579,774 | $ 8,897,939 | $ 10,809,497 | |
Percentage of Total Revenue | 20.90% | 26.20% | 31.20% | |
Cash Processing (CPC) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 3,265,052 | $ 2,789,818 | $ 3,034,360 | |
Percentage of Total Revenue | 9% | 8.20% | 8.80% | |
Cash Center Operations (CCT) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 1,824,381 | $ 2,209,055 | $ 2,802,171 | |
Percentage of Total Revenue | 5% | 6.50% | 8.10% | |
Consolidate Cash Center (CCC) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 726,599 | $ 456,720 | $ 182,263 | |
Percentage of Total Revenue | 2% | 1.30% | 0.50% | |
Cheque Center Service (CDC) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 4,562 | $ 59,923 | ||
Percentage of Total Revenue | 0% | 0.20% | ||
Cash Deposit Management Solutions (GDM) [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 2,794,708 | $ 1,771,380 | $ 1,644,611 | |
Percentage of Total Revenue | 7.70% | 5.20% | 4.80% | |
Others [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | [1] | $ 5,062 | $ 10,149 | $ 5,270 |
Percentage of Total Revenue | [1] | 0% | 0.10% | 0% |
Robotic AI solutions [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 757,284 | $ 1,272,236 | $ 368,659 | |
Percentage of Total Revenue | 2.10% | 3.70% | 1% | |
General security solutions [Member] | ||||
Schedule of Disaggregation Information of Revenue by Service Type [Line Items] | ||||
Total | $ 3,630,668 | $ 1,785,789 | ||
Percentage of Total Revenue | 10% | 5.30% | ||
[1] Others includes revenues from express cash, coin processing services and international shipment. |
Business Combinations (Details)
Business Combinations (Details) $ / shares in Units, ฿ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Feb. 09, 2022 USD ($) | Jan. 20, 2022 shares | Feb. 04, 2021 $ / shares shares | Jun. 22, 2022 USD ($) $ / shares shares | Mar. 22, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) | Jan. 20, 2022 USD ($) shares | Mar. 25, 2021 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 06, 2024 shares | Dec. 31, 2023 THB (฿) shares | Oct. 31, 2023 shares | May 12, 2023 shares | May 05, 2023 shares | Apr. 19, 2023 shares | Mar. 01, 2023 shares | Feb. 13, 2023 shares | Jun. 16, 2022 shares | May 24, 2022 | Mar. 14, 2022 shares | Jan. 25, 2022 shares | Nov. 01, 2021 | |||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Cash paid | $ 840,000 | $ 1,000,000 | $ 70,000 | ฿ 2.5 | ||||||||||||||||||||||
Shares issued (in Shares) | shares | 11,879,993 | 1,091 | 3,780,000 | 2,142,852 | 197,999 | |||||||||||||||||||||
Consideration per share (in Dollars per share) | $ / shares | $ 1.22 | |||||||||||||||||||||||||
Equity interest percentage | 100% | 100% | 100% | 100% | 100% | 90% | 100% | |||||||||||||||||||
Share issued (in Shares) | shares | 7,919,997 | 7,919,997 | 20 | 120,000 | 20 | 2,947,150 | 2,580,600 | 1,720,430 | 172,000 | 262,500 | 243,000 | 260,000 | ||||||||||||||
Per share value (in Dollars per share) | $ / shares | $ 300 | $ 48.8 | ||||||||||||||||||||||||
Total revenue | $ 36,280,502 | $ 33,965,648 | [1] | $ 34,668,872 | [1] | |||||||||||||||||||||
Net loss | 204,127 | 72,325 | ||||||||||||||||||||||||
Goodwill impairment loss | 70,355 | 0 | 0 | |||||||||||||||||||||||
Shares issued per share value (in Dollars per share) | $ / shares | $ 0.52 | |||||||||||||||||||||||||
Profit or loss | $ 3,255,081 | 1,785,789 | 484,318 | |||||||||||||||||||||||
Consideration amount | $ 3,205 | $ 1 | 13,219,105 | |||||||||||||||||||||||
Consideration percentage | 51% | |||||||||||||||||||||||||
Net income | $ 39,787 | |||||||||||||||||||||||||
Shenzhen GFAI [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Share issued (in Shares) | shares | 53,571 | 2,142,582 | ||||||||||||||||||||||||
Shenzhen GFAI And Guangzhou GFAI [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Total revenue | 952,358 | 661,839 | ||||||||||||||||||||||||
Net loss | 3,746,740 | 3,306,084 | ||||||||||||||||||||||||
Goodwill impairment loss | 1,867,009 | |||||||||||||||||||||||||
Beijing Wanjia [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 94,500 | |||||||||||||||||||||||||
Consideration per share (in Dollars per share) | $ / shares | $ 20.8 | |||||||||||||||||||||||||
Share issued (in Shares) | shares | 3,780,000 | |||||||||||||||||||||||||
Net loss | 544,673 | |||||||||||||||||||||||||
Goodwill impairment loss | 0 | 0 | ||||||||||||||||||||||||
Handshake [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 43,700 | |||||||||||||||||||||||||
Per share value (in Dollars per share) | $ / shares | $ 7.5 | |||||||||||||||||||||||||
Total revenue | 795,733 | 512,300 | 484,318 | |||||||||||||||||||||||
Goodwill impairment loss | 329,534 | 0 | 0 | |||||||||||||||||||||||
Business combinations [member] | Handshake [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Total revenue | 559,934 | |||||||||||||||||||||||||
AI Malaysia [Member] | ||||||||||||||||||||||||||
Business Combinations [Line Items] | ||||||||||||||||||||||||||
Total revenue | ||||||||||||||||||||||||||
Net loss | $ 242,075 | 242,075 | ||||||||||||||||||||||||
Goodwill impairment loss | $ 685 | 0 | $ 0 | |||||||||||||||||||||||
Consideration amount | ||||||||||||||||||||||||||
[1]Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Purchase Price Allocation - Business combinations [member] - USD ($) | 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 |
Current liabilities | (92,350) | (13,184) | (58,297) | ||
Trade and other receivables | 1,656,550 | 896,327 | |||
Inventories | 562,768 | 1,411,893 | |||
Other current assets | 85,338 | 4,162 | 32,250 | ||
Other non-current assets | 203,765 | 23,566 | |||
Property, plant and equipment | 20,488 | 2,055,610 | |||
Intangible assets | 1,593,398 | 1,592,783 | |||
Trade and other payables | (1,536,547) | (4,156,649) | |||
Other current liabilities | (145,026) | (163,785) | |||
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 |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of Assets and Liabilities - Asset And Liabilities [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combinations (Details) - Schedule of Assets and Liabilities [Line Items] | |
Cash and cash equivalents | $ 28,148 |
Other current assets | 11,973 |
Current liabilities | (68,882) |
Loss for the year | 16,041 |
Additional paid in capital | $ (12,720) |
Cash and Cash Equivalents and_3
Cash and Cash Equivalents and Restricted Cash (Details) - Schedule of Cash and Cash Equivalents and Restricted Cash - Cash and Cash Equivalents and Restricted Cash [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents and Restricted Cash (Details) - Schedule of Cash and Cash Equivalents and Restricted Cash [Line Items] | ||
Cash on hand | $ 472,641 | $ 471,408 |
Cash in bank | 19,762,586 | 6,459,231 |
Subtotal | 20,235,227 | 6,930,639 |
Restricted cash – current | 100,764 | |
Restricted cash – non-current | 1,608,762 | 1,300,005 |
Subtotal | 21,944,753 | 8,230,644 |
Cash at banks attributable to discontinued operations | 28,642 | |
Cash, cash equivalents, and restricted cash | $ 21,973,395 | $ 8,230,644 |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventories [Abstract] | |||
Inventories | $ 3,797,552 | $ 942,882 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Line Items] | ||
Inventories | $ 506,403 | $ 5,105,770 |
Robots at warehouse [Member] | ||
Schedule of Inventories [Line Items] | ||
Inventories | 4,743,645 | 5,553,859 |
Security equipment [Member] | ||
Schedule of Inventories [Line Items] | ||
Inventories | 506,403 | 494,793 |
Impairment provision for inventories [Member] | ||
Schedule of Inventories [Line Items] | ||
Inventories | $ (4,743,645) | $ (942,882) |
Trade Receivables, Net (Details
Trade Receivables, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Trade Receivables, Net [abstract] | |||
Doubtful accounts | $ 103,534 | $ 7,394 |
Trade Receivables, Net (Detai_2
Trade Receivables, Net (Details) - Schedule of Trade Receivable - Trade Receivables [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Trade Receivables, Net (Details) - Schedule of Trade Receivable [Line Items] | ||
Trade receivables | $ 5,780,144 | $ 5,450,655 |
Provision for expected credit loss on trade receivables | (149,339) | (50,469) |
Trade receivables, net | $ 5,630,805 | $ 5,400,186 |
Trade Receivables, Net (Detai_3
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current [Member] | ||
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables [Line Items] | ||
Trade receivables | $ 5,361,716 | $ 4,814,346 |
30 [Member] | ||
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables [Line Items] | ||
Trade receivables | 61,041 | 385,662 |
31-60 [Member] | ||
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables [Line Items] | ||
Trade receivables | 15,068 | 46,222 |
61-90 [Member] | ||
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables [Line Items] | ||
Trade receivables | 192,980 | 153,956 |
91 and over [Member] | ||
Trade Receivables, Net (Details) - Schedule of Company’s Trade Receivables [Line Items] | ||
Trade receivables | $ 5,630,805 | $ 5,400,186 |
Withholding Taxes Receivables_3
Withholding Taxes Receivables, Net (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 THB (฿) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 THB (฿) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 THB (฿) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 THB (฿) | |
Withholding Taxes Receivables, Net [Line Items] | ||||||||
Tax refund | $ 0.6 | ฿ 18,959,514 | $ 1 | ฿ 35,312,291 | $ 0.7 | ฿ 20,724,273 | ||
Total tax refund | 0.9 | ฿ 29,188,153 | 1.6 | ฿ 56,107,574 | ||||
Wrote off | 0.3 | 0.6 | ||||||
Provision for withholding taxes | 0.4 | |||||||
Withholding taxes receivable | $ 1.3 | $ 0.9 | $ 1.1 | |||||
Forecast [Member] | ||||||||
Withholding Taxes Receivables, Net [Line Items] | ||||||||
Tax refund | $ 0.6 | ฿ 22,000,000 |
Withholding Taxes Receivables_4
Withholding Taxes Receivables, Net (Details) - Schedule of Withholding Tax Receivables - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Withholding Tax Receivables [Abstract] | ||
Balance at January 1, | $ 2,691,096 | $ 3,531,953 |
Addition | 739,573 | 749,205 |
Collection | (545,233) | (1,008,194) |
Write off/Allowance for uncollectible | (683,344) | (448,243) |
Exchange difference | 22,754 | (133,625) |
Balance at December 31, | $ 2,224,846 | $ 2,691,096 |
Withholding Taxes Receivables_5
Withholding Taxes Receivables, Net (Details) - Schedule of Current and Non Current Portion of Tax Receivables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Current and Non-Current Portion of Tax Receivables [Abstract] | ||
Current portion | $ 607,221 | $ 757,024 |
Non-current portion | 1,617,625 | 1,934,072 |
Withholding taxes receivables, net | $ 2,224,846 | $ 2,691,096 |
Other Receivables (Details)
Other Receivables (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Other Receivables [Abstract] | |
Provision for expected credit loss | $ 795,899 |
Other Receivables (Details) - S
Other Receivables (Details) - Schedule of Other Receivables - Other Receivables [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Receivables (Details) - Schedule of Other Receivables [Line Items] | ||
Cash advance to a third-party vendor | $ 795,899 | $ 817,564 |
Provision for expected credit loss on other receivables | (795,899) | |
Total | $ 817,564 |
Other Current and Other Non-C_3
Other Current and Other Non-Current Assets (Details) - Schedule of Other Current and Other Non-Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current and Other Non-Current Assets [Abstract] | ||
Input VAT and other taxes receivable | $ 219,232 | $ 293,429 |
Prepayments – office and warehouse rental | 818,997 | 780,279 |
Prepayments - insurance | 91,022 | 106,167 |
Prepayments - others | 187,759 | 91,926 |
Uniforms | 17,417 | 24,699 |
Tools and supplies | 143,760 | 155,642 |
Deferred costs | 219,782 | |
Cash advances to employees | 79,169 | 71,084 |
Interest receivable on bank deposits | 108,215 | |
Other current assets | 1,665,571 | 1,743,008 |
Deposits | 402,447 | 437,602 |
Deferred costs | 9,720 | |
Other non-current assets | $ 402,447 | $ 447,322 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Property, Plant and Equipment [Abstract] | |||||
Impairment loss | $ 3,682,789 | $ 4,408,037 | [1] | [1] | |
Net book value | $ 447,000 | ||||
[1]Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost | ||
Cost, Balance beginning | $ 38,064,952 | $ 37,326,178 |
Acquisitions through business combinations | 2,917,702 | |
Additions | 2,108,242 | 4,453,461 |
Disposals | (827,687) | (682,647) |
Impairment of fixed assets | (3,702,367) | (4,408,037) |
Transfer in (out) | ||
Exchange differences | 298,167 | (1,541,705) |
Cost, Ending balance | 35,941,307 | 38,064,952 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 29,998,191 | 27,428,877 |
Acquisitions through business combinations | 841,603 | |
Depreciation charged for the year | 2,223,647 | 3,374,285 |
Disposals | (619,594) | (626,694) |
Exchange differences | 295,338 | (1,019,880) |
Accumulated Depreciation, Ending balance | 31,897,582 | 29,998,191 |
Net book value | 4,043,725 | 8,066,761 |
Leasehold improvements [Member] | ||
Cost | ||
Cost, Balance beginning | 3,146,864 | 3,239,683 |
Acquisitions through business combinations | ||
Additions | 146,750 | |
Disposals | (106,385) | (125,666) |
Impairment of fixed assets | ||
Transfer in (out) | 1,426 | |
Exchange differences | 33,330 | (115,329) |
Cost, Ending balance | 3,073,809 | 3,146,864 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 2,577,341 | 2,693,472 |
Acquisitions through business combinations | ||
Depreciation charged for the year | 105,006 | 101,881 |
Disposals | (106,287) | (121,818) |
Exchange differences | 28,979 | (96,194) |
Accumulated Depreciation, Ending balance | 2,605,039 | 2,577,341 |
Net book value | 468,770 | 569,523 |
Machinery and equipment [Member] | ||
Cost | ||
Cost, Balance beginning | 4,868,015 | 5,108,501 |
Acquisitions through business combinations | ||
Additions | 13,390 | 35,987 |
Disposals | (107,569) | (94,616) |
Impairment of fixed assets | ||
Transfer in (out) | ||
Exchange differences | 55,507 | (181,857) |
Cost, Ending balance | 4,829,343 | 4,868,015 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 4,748,031 | 4,906,277 |
Acquisitions through business combinations | ||
Depreciation charged for the year | 67,840 | 105,302 |
Disposals | (107,565) | (89,083) |
Exchange differences | 53,293 | (174,465) |
Accumulated Depreciation, Ending balance | 4,761,599 | 4,748,031 |
Net book value | 67,744 | 119,984 |
Office furbishing and equipment [Member] | ||
Cost | ||
Cost, Balance beginning | 5,354,351 | 5,412,444 |
Acquisitions through business combinations | 205,070 | |
Additions | 26,202 | 40,690 |
Disposals | (97,835) | (70,482) |
Impairment of fixed assets | ||
Transfer in (out) | ||
Exchange differences | 53,107 | (233,371) |
Cost, Ending balance | 5,335,825 | 5,354,351 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 4,889,742 | 4,799,149 |
Acquisitions through business combinations | 184,364 | |
Depreciation charged for the year | 166,670 | 184,958 |
Disposals | (91,802) | (69,528) |
Exchange differences | 50,910 | (209,201) |
Accumulated Depreciation, Ending balance | 5,015,520 | 4,889,742 |
Net book value | 320,305 | 464,609 |
Vehicles [Member] | ||
Cost | ||
Cost, Balance beginning | 15,518,987 | 16,233,868 |
Acquisitions through business combinations | 141,619 | |
Additions | 39,199 | 92,813 |
Disposals | (214,021) | (367,110) |
Impairment of fixed assets | ||
Transfer in (out) | ||
Exchange differences | 161,220 | (582,203) |
Cost, Ending balance | 15,505,385 | 15,518,987 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 13,493,656 | 13,447,168 |
Acquisitions through business combinations | 136,723 | |
Depreciation charged for the year | 448,136 | 727,204 |
Disposals | (213,092) | (339,179) |
Exchange differences | 151,978 | (478,260) |
Accumulated Depreciation, Ending balance | 13,880,678 | 13,493,656 |
Net book value | 1,624,707 | 2,025,331 |
Assets under construction [Member] | ||
Cost | ||
Cost, Balance beginning | 33,222 | 248,686 |
Acquisitions through business combinations | ||
Additions | 74,126 | 33,222 |
Disposals | ||
Impairment of fixed assets | ||
Transfer in (out) | (239,833) | |
Exchange differences | 1,561 | (8,853) |
Cost, Ending balance | 108,909 | 33,222 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | ||
Acquisitions through business combinations | ||
Depreciation charged for the year | ||
Disposals | ||
Exchange differences | ||
Accumulated Depreciation, Ending balance | ||
Net book value | 108,909 | 33,222 |
GDM machines [Member] | ||
Cost | ||
Cost, Balance beginning | 1,948,698 | 1,713,926 |
Acquisitions through business combinations | ||
Additions | 1,144,766 | 72,892 |
Disposals | (15,513) | |
Impairment of fixed assets | ||
Transfer in (out) | 238,407 | |
Exchange differences | 40,419 | (61,014) |
Cost, Ending balance | 3,133,883 | 1,948,698 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 1,230,247 | 891,378 |
Acquisitions through business combinations | ||
Depreciation charged for the year | 429,512 | 371,378 |
Disposals | (5,116) | |
Exchange differences | 20,834 | (27,393) |
Accumulated Depreciation, Ending balance | 1,680,593 | 1,230,247 |
Net book value | 1,453,290 | 718,451 |
Robots [Member] | ||
Cost | ||
Cost, Balance beginning | 7,194,815 | 5,369,070 |
Acquisitions through business combinations | 2,571,013 | |
Additions | 810,559 | 4,031,107 |
Disposals | (301,877) | (9,260) |
Impairment of fixed assets | (3,702,367) | (4,408,037) |
Transfer in (out) | ||
Exchange differences | (46,977) | (359,078) |
Cost, Ending balance | 3,954,153 | 7,194,815 |
Accumulated Depreciation | ||
Accumulated Depreciation, Balance beginning | 3,059,174 | 691,433 |
Acquisitions through business combinations | 520,516 | |
Depreciation charged for the year | 1,006,483 | 1,883,562 |
Disposals | (100,848) | (1,970) |
Exchange differences | (10,656) | (34,367) |
Accumulated Depreciation, Ending balance | 3,954,153 | 3,059,174 |
Net book value | $ 8,564,630 |
Right-of-Use Assets and Opera_3
Right-of-Use Assets and Operating Lease Liabilties (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Right-Of-Use Assets And Operating Lease Liabilties [Abstract] | |||
Weighted average lease liabilities percentage | 4.23% | 3.52% | 3.49% |
Interest expense | $ 114,583 | $ 89,470 | $ 109,848 |
Depreciation expense related to right-of-use assets | $ 2,006,421 | $ 1,066,662 | $ 2,279,722 |
Right-of-Use Assets and Opera_4
Right-of-Use Assets and Operating Lease Liabilties (Details) - Schedule of Carrying Amounts of Right-of-Use Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Carrying Amounts of Right-of-Use Assets [Abstract] | ||
Balance at January 1, | $ 4,171,409 | $ 2,364,993 |
New leases | 522,578 | 2,956,201 |
Termination of a lease | (19,786) | |
Depreciation expense | (2,006,421) | (1,066,662) |
Exchange difference | 20,428 | (83,123) |
Balance at December 31, | $ 2,688,208 | $ 4,171,409 |
Right-of-Use Assets and Opera_5
Right-of-Use Assets and Operating Lease Liabilties (Details) - Schedule of Operating Lease Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Operating Lease Liabilities [Abstract] | ||
Current portion | $ 1,239,066 | $ 1,774,192 |
Non-current portion | 1,455,857 | 2,340,075 |
Operating lease liabilities | $ 2,694,923 | $ 4,114,267 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost | ||
Cost at beginning | $ 7,657,621 | $ 907,304 |
Cost Acquisitions through business combinations | 3,718,298 | |
Additions | 1,811,784 | 3,244,922 |
Exchange differences | (83,414) | (212,903) |
Cost at ending | 5,672,439 | 7,657,621 |
Accumulated amortization | ||
Accumulated amortization at begining | 1,864,478 | 742,988 |
Accumulated amortization Acquisitions through business combinations | 526,859 | |
Amortization charged for the year | 993,594 | 642,677 |
Exchange differences | (21,883) | (48,046) |
Accumulated amortization at ending | 2,836,189 | 1,864,478 |
Net book value | 2,836,250 | 5,793,143 |
Impairment of intangible assets | (3,713,552) | |
Computer software [member] | ||
Cost | ||
Cost at beginning | 887,745 | 907,304 |
Cost Acquisitions through business combinations | ||
Additions | 21,137 | 12,740 |
Exchange differences | 10,340 | (32,299) |
Cost at ending | 919,222 | 887,745 |
Accumulated amortization | ||
Accumulated amortization at begining | 767,168 | 742,988 |
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | 53,859 | 50,036 |
Exchange differences | 9,573 | (25,856) |
Accumulated amortization at ending | 830,600 | 767,168 |
Net book value | 88,622 | 120,577 |
Impairment of intangible assets | ||
Right-of-use Platform [Member] | ||
Cost | ||
Cost at beginning | 673,029 | |
Cost Acquisitions through business combinations | 729,934 | |
Additions | ||
Exchange differences | (15,907) | (56,905) |
Cost at ending | 114,659 | 673,029 |
Accumulated amortization | ||
Accumulated amortization at begining | 50,477 | |
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | 65,753 | 50,894 |
Exchange differences | (1,571) | (417) |
Accumulated amortization at ending | 114,659 | 50,477 |
Net book value | 622,552 | |
Impairment of intangible assets | (542,463) | |
Customer base [Member] | ||
Cost | ||
Cost at beginning | 1,042,110 | |
Cost Acquisitions through business combinations | 1,116,730 | |
Additions | ||
Exchange differences | (26,956) | (74,620) |
Cost at ending | 829,560 | 1,042,110 |
Accumulated amortization | ||
Accumulated amortization at begining | 405,868 | |
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | 312,268 | 408,463 |
Exchange differences | (11,865) | (2,595) |
Accumulated amortization at ending | 706,271 | 405,868 |
Net book value | 123,289 | 636,242 |
Impairment of intangible assets | (185,594) | |
Technical know-how [Member] | ||
Cost | ||
Cost at beginning | 499,344 | |
Cost Acquisitions through business combinations | 514,968 | |
Additions | ||
Exchange differences | (13,232) | (15,624) |
Cost at ending | 486,112 | 499,344 |
Accumulated amortization | ||
Accumulated amortization at begining | 28,405 | |
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | 55,501 | 28,128 |
Exchange differences | (950) | 277 |
Accumulated amortization at ending | 82,956 | 28,405 |
Net book value | 403,156 | 470,939 |
Impairment of intangible assets | ||
Security Surveillance system [Member] | ||
Cost | ||
Cost at beginning | 1,360,898 | |
Cost Acquisitions through business combinations | 1,356,666 | |
Additions | 200,101 | 37,687 |
Exchange differences | (36,775) | (33,455) |
Cost at ending | 1,524,224 | 1,360,898 |
Accumulated amortization | ||
Accumulated amortization at begining | 612,560 | |
Accumulated amortization Acquisitions through business combinations | 526,859 | |
Amortization charged for the year | 103,162 | 105,156 |
Exchange differences | (16,599) | (19,455) |
Accumulated amortization at ending | 699,123 | 612,560 |
Net book value | 825,101 | 748,338 |
Impairment of intangible assets | ||
Intelligent Cloud Platform [Member] | ||
Cost | ||
Cost at beginning | 3,000,000 | |
Cost Acquisitions through business combinations | ||
Additions | 1,590,546 | 3,000,000 |
Exchange differences | (471) | |
Cost at ending | 1,604,580 | 3,000,000 |
Accumulated amortization | ||
Accumulated amortization at begining | ||
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | 403,051 | |
Exchange differences | (471) | |
Accumulated amortization at ending | 402,580 | |
Net book value | 1,202,000 | 3,000,000 |
Impairment of intangible assets | (2,985,495) | |
Assets under construction - Cash Management Systems [Member] | ||
Cost | ||
Cost at beginning | 194,495 | |
Cost Acquisitions through business combinations | ||
Additions | 194,495 | |
Exchange differences | (413) | |
Cost at ending | 194,082 | 194,495 |
Accumulated amortization | ||
Accumulated amortization at begining | ||
Accumulated amortization Acquisitions through business combinations | ||
Amortization charged for the year | ||
Exchange differences | ||
Accumulated amortization at ending | ||
Net book value | 194,082 | $ 194,495 |
Impairment of intangible assets |
Trade and Other payables and _3
Trade and Other payables and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade and Other payables and Other Current Liabilities [Abstract] | ||
Customer contracts | $ 10,000 | $ 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 ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Trade And Other Payables and other Current Liabilities [Abstract] | |||
Trade payables – third parties | $ 2,113,401 | $ 2,060,856 | |
Accrued salaries and bonus | 603,112 | 515,758 | |
Other payables, accrued customer claims, cash loss and shortage | [1] | 300,337 | 57,381 |
Trade and other payables | 3,016,850 | 2,633,995 | |
Output VAT and other taxes payable | 100,166 | 118,125 | |
Accrued Expenses | 639,556 | 522,059 | |
Payroll Payable | 925,142 | 979,027 | |
Provision for stock-based compensation expense | [2] | 830,000 | |
Other Payables | 419,964 | 289,494 | |
Deferred revenue | 256,815 | 568,664 | |
Other current liabilities | $ 3,171,643 | $ 2,477,369 | |
[1] Includes a provision for penalty for failure to meet certain performance indicators as stipulated in certain customer contracts for approximately $10,000 and $11,800 respectively. During the year ended December 31, 2023, management of the Company decided to grant restricted shares to officers and certain employees based on their performance in 2023 under the Company’s 2022 Equity Incentive Plan. The Board of Directors approved the number of restricted shares to be granted to each individual on March 14, 2024 (Note 20). |
Borrowings (Details)
Borrowings (Details) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2019 | Apr. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 28, 2023 | Mar. 13, 2020 | ||
Borrowings (Details) [Line Items] | |||||||||
Maturity term description | April 7, 2025 and September 25, 2024 | April 7, 2025, June 30, 2023 and February 1, 2023 | |||||||
Interest expense | $ 60,131 | $ 68,010 | $ 78,353 | ||||||
Unused bank overdraft | 292,000 | $ 289,000 | |||||||
Loan principal amount | $ 13,420,000 | ||||||||
Interest rate | 3.22% | 4% | |||||||
Additional liability amount | $ 576,000 | ||||||||
Ordinary shares (in Shares) | 41,666 | 1,666,666 | |||||||
Interest accrued amount | $ 100,000 | ||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.12 | $ 0.12 | [1] | ||||||
Interest expense | $ 230,849 | $ 616,116 | $ 612,387 | ||||||
Bank Loan One [Member] | |||||||||
Borrowings (Details) [Line Items] | |||||||||
Interest at the rates | 4.69% | 4.69% | 4.47% | ||||||
Bank Loan Two [Member] | |||||||||
Borrowings (Details) [Line Items] | |||||||||
Interest at the rates | 3.77% | 4.97% | 2% | ||||||
Bank Loan Three [Member] | |||||||||
Borrowings (Details) [Line Items] | |||||||||
Interest at the rates | 4.72% | 2% | |||||||
Bank Loan Four [Member] | |||||||||
Borrowings (Details) [Line Items] | |||||||||
Interest at the rates | 4.22% | ||||||||
WK Venture [Member] | |||||||||
Borrowings (Details) [Line Items] | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 5.4 | $ 0.12 | |||||||
Loan conversion agreement | $ 15,914,614.59 | ||||||||
Receiving ordinary shares (in Shares) | 2,947,150 | ||||||||
[1] Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Borrowings (Details) - Schedule
Borrowings (Details) - Schedule of Borrowings - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 09, 2020 | Dec. 31, 2019 | |
Schedule Of Borrowings Abstract | |||||
Short-term bank borrowing | [1] | $ 140,902 | |||
Current portion of long-term bank borrowings | [1] | 196,339 | 947,559 | ||
Current portion of long-term third party borrowing | [2] | 2,234,057 | |||
Long-term bank borrowings | [1] | 44,410 | 432,179 | ||
Long-term third party borrowing | [2] | 13,467,639 | |||
Total borrowings | $ 381,651 | $ 17,081,434 | $ 413,500 | $ 1,499,998 | |
[1]The Company maintains borrowings with two financial institutions. The borrowings are used for working capital purposes to support its business operations in Thailand. For the year ended December 31, 2023, the Company had two bank loans with interest at the rates of 4.69% and 3.77% with maturity dates of April 7, 2025 and September 25, 2024, respectively. For the year ended December 31, 2022, the Company had three bank loans with interest at the rates of 4.69%, 4.97%and 4.72% with maturity dates of April 7, 2025, June 30, 2023 and February 1, 2023, respectively. For the year ended December 31, 2021, the Company had four bank loans with interest at the rates of 4.47%, 2%, 2%, and 4.22%, respectively. For the years ended December 31, 2023, 2022 and 2021, interest expense recorded for the bank borrowings was $60,131, $68,010 and $78,353, respectively. As of December 31, 2023, the Company had unused bank overdraft availability of approximately $292,000. As of December 31, 2022, the Company had unused bank overdraft availability of approximately $289,000.[2] On April 25, 2018, Guardforce TH Group Company Limited (“Guardforce TH”), entered into an agreement with Profit Raider Investment Limited (“Profit Raider”) to transfer a loan in the principal amount of $13.42 million (the “Loan”) between Guardforce TH and Guardforce AI Co., Limited (the “Company”) to Profit Raider. As a result, the Company recorded a short-term borrowing in the Loan bearing interest at 4% from April 30, 2019 to December 31, 2019 and 3.22% prior to April 30, 2019. The Company assumed an additional liability of approximately $576,000 which has been treated as an additional expense paid in 2018. The holding companies have guaranteed the short-term borrowing from Profit Raider which amount is due on December 31, 2020. On March 13, 2020, the Company’s Board of Directors approved the transfer of 1,666,666 ordinary shares of the Company from Guardforce AI Technology to Profit Raider. As a result of the 2021 and 2023 share consolidation, the number of ordinary shares transferred to Profit Raider became 41,666. On September 29, 2022, Profit Raider entered into a deed of assignment and transfer (the “Assignment Deed”) with WK Venture Success Limited (“WK Venture”), and the Loan was assigned and transferred to WK Venture. On December 30, 2022, Guardforce TH entered into two supplemental agreements (the “Agreements”) with WK Venture and other parties thereto to further extend the Loan to December 31, 2024 which was conditional upon payment by Guardforce TH to WK Venture of $100,000 as part payment of the interest accrued with the same interest rate on the Loan. Such payment was made in full upon the execution of the Agreement. Being that in accordance with the terms of the Agreements, the Company is required to pay the full principal amount of the Loan, along with accrued interest, on December 31, 2024 and the Company is not required to make monthly payments on this obligation. |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 25, 2023 | Apr. 17, 2023 | Oct. 25, 2022 | Jan. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | ||
Convertible Note Payable [Line Items] | |||||||||
Principal amount | $ 1,707,500 | ||||||||
Net proceeds | $ 1,500,000 | ||||||||
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% | ||||||||
Exercise price (in Dollars per share) | $ 7.2 | ||||||||
OID amount | $ 187,000 | ||||||||
Cash placement agent fee | 110,000 | ||||||||
Accrued interest expense | 22,767 | ||||||||
Legal fees | 20,000 | ||||||||
Convert amount | $ 1,238,400 | ||||||||
Conversion price per share (in Dollars per share) | $ 7.2 | $ 5.4 | |||||||
Restricted ordinary shares issued (in Shares) | 172,000 | 260,000 | 60,000 | ||||||
Remaining note balance | $ 554,238 | ||||||||
Finance costs | $ 653,374 | 1,141,830 | [1] | $ 984,843 | |||||
Convertible Note Payable [Member] | |||||||||
Convertible Note Payable [Line Items] | |||||||||
Finance costs | $ 60,094 | $ 22,767 | |||||||
Private Warrants [Member] | |||||||||
Convertible Note Payable [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.18 | ||||||||
[1]Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Finance Lease Liabilities (Deta
Finance Lease Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Lease Liabilities [Abstract] | |||
Interest expense | $ 28,126 | $ 51,070 | $ 84,794 |
Finance Lease Liabilities (De_2
Finance Lease Liabilities (Details) - Schedule of Finance Lease Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Finance Lease Liabilities Abstract | ||
Current portion | $ 108,597 | $ 398,136 |
Non-current portion | 218,996 | 233,550 |
Finance lease liabilities | $ 327,593 | $ 631,686 |
Finance Lease Liabilities (De_3
Finance Lease Liabilities (Details) - Schedule of Minimum Lease Payments Under Finance Lease Agreements - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Lease Liabilities (Details) - Schedule of Minimum Lease Payments Under Finance Lease Agreements [Line Items] | ||
Less: Finance charges | $ (34,742) | $ (45,276) |
Present value of finance lease liabilities, net | 327,593 | 631,686 |
Within 1 year [Member] | ||
Finance Lease Liabilities (Details) - Schedule of Minimum Lease Payments Under Finance Lease Agreements [Line Items] | ||
Finance lease payments | 126,042 | 423,514 |
After 1 year but within 5 years [Member] | ||
Finance Lease Liabilities (Details) - Schedule of Minimum Lease Payments Under Finance Lease Agreements [Line Items] | ||
Finance lease payments | $ 236,293 | $ 253,448 |
Finance Lease Liabilities (De_4
Finance Lease Liabilities (Details) - Schedule of Finance Lease - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Lease Assets Under a Finance Lease [Abstract] | ||
Cost | $ 655,371 | $ 1,571,075 |
Less: Accumulated depreciation | (215,038) | (564,844) |
Net book value | $ 440,333 | $ 1,006,231 |
Taxation (Details)
Taxation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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% |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate | 12 Months Ended |
Dec. 31, 2023 | |
Hong Kong [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 16.50% |
Singapore [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 17% |
Thailand [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 20% |
Malaysia [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 24% |
Macau [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 12% |
United States [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 21% |
Australia [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 0% |
United Arab Emirates [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 25% |
United Kingdom [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 19% |
South Korea [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 25% |
Japan [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 23.20% |
Canada [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 15% |
Vietnam [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 20% |
China [Member] | |
Schedule of Operating Subsidiaries Incorporated in Different Tax Jurisdiction are Subject to Different Corporate Income Tax Rate [Line Items] | |
Corporate income tax rate | 25% |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of Pre-tax Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | $ (29,189,200) | $ (18,471,418) | $ (6,264,222) |
Cayman Islands [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (4,100,487) | (4,302,089) | (1,733,786) |
BVI [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (16,537) | (17,811) | (12,769) |
Hong Kong [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (10,805,695) | (3,245,238) | (628,015) |
Singapore [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (180,619) | (160,228) | (16,041) |
Thailand [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (2,852,376) | (5,826,236) | (3,873,611) |
Malaysia [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (2,761,202) | (478,658) | |
Macau [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (193,865) | (161,513) | |
United States [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (321,399) | (572,088) | |
Australia [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | 15,199 | (15,199) | |
United Arab Emirates (UAE) [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (22,157) | (72,036) | |
United Kingdom [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | 1,350 | (1,350) | |
South Korea [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (11,236) | (20,029) | |
Japan [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | (189,773) | (77,055) | |
Canada [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | 3,418 | (2,997) | |
Vietnam [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | 17,123 | (17,123) | |
China [Member] | |||
Schedule of Pre-tax Loss [Abstract] | |||
Pre-tax loss, net | $ (7,770,944) | $ (3,501,768) |
Taxation (Details) - Schedule_3
Taxation (Details) - Schedule of Components of the Income Tax Provision - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of the Income Tax Provision [Abstract] | |||
Current income tax expense | |||
Deferred income tax expense (benefit) | (434,320) | 132,208 | (732,868) |
Total income tax (benefit) expense | $ (434,320) | $ 132,208 | $ (732,868) |
Taxation (Details) - Schedule_4
Taxation (Details) - Schedule of Reconciliation Between the Statutory Tax Rate to Income Before Income Taxes and the Actual Provision for Income Taxes - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Reconciliation Between the Statutory Tax Rate to Income Before Income Taxes and the Actual Provision for Income Taxes [Abstract] | ||||
(Loss) Profit before income tax expense | [1] | $ (994,531) | $ (3,840,120) | $ (4,068,887) |
Thailand income tax statutory rate | 20% | 20% | 20% | |
Income tax at statutory tax rate | $ (198,906) | $ (768,024) | $ (813,777) | |
Deferred tax assets not recognized | 713,468 | 768,024 | ||
Permanent differences | (80,242) | 132,208 | 80,910 | |
Income tax expense (benefit) | $ 434,320 | $ 132,208 | $ (732,868) | |
[1] This amount represents profit before income tax after adjustments for non-deductible and non-taxable expense items from the Thailand operating entity. |
Taxation (Details) - Schedule_5
Taxation (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Provision for employee benefits | $ 982,013 | $ 965,560 |
Net operating loss carried forward | 893,693 | 671,894 |
Valuation allowance | (724,866) | |
Deferred tax assets | 1,150,840 | 1,637,454 |
Less: | ||
Deferred tax liabilities - finance leases | (65,363) | (125,701) |
Deferred tax assets, net | $ 1,085,477 | $ 1,511,753 |
Provision for Employee Benefi_3
Provision for Employee Benefits (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Provision for Employee Benefits (Details) [Line Items] | |
Weighted average discount rate | 3.03% |
Weighted average remaining time to retire | 20 years 3 months 21 days |
Salary increase rate percentage | 1.70% |
Annual disability rate | 5% |
Percentage of variation | 1% |
Male and Female TMO 2017 [Member] | |
Provision for Employee Benefits (Details) [Line Items] | |
Annual disability rate | 5% |
Discount rate [Member] | |
Provision for Employee Benefits (Details) [Line Items] | |
Weighted average discount rate | 2.85% |
Weighted average remaining time to retire | 26 years 5 months 23 days |
Salary increase rate percentage | 1.70% |
Variation rate | 1% |
Provision for Employee Benefi_4
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation | Dec. 31, 2023 |
Plan A [Member] | Below 31 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Direct Cost Staff | 17% |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 24% |
Plan A [Member] | 31-40 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Direct Cost Staff | 8% |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 16% |
Plan A [Member] | 41-50 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Direct Cost Staff | 6% |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 13% |
Plan A [Member] | Above 50 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Direct Cost Staff | 0% |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 0% |
Plan B [Member] | Below 31 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 24% |
Plan B [Member] | 31-40 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 16% |
Plan B [Member] | 41-50 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 13% |
Plan B [Member] | Above 50 [Member] | |
Provision for Employee Benefits (Details) - Schedule of Annual Voluntary Resignation [Line Items] | |
Annual Voluntarily Resignation Rate of Indirect Cost Staff | 0% |
Provision for Employee Benefi_5
Provision for Employee Benefits (Details) - Schedule of Movement in the Present Value of Plan A’s Defined Benefit Obligation - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Plan A [Member] | ||
Provision for Employee Benefits (Details) - Schedule of Movement in the Present Value of Plan A’s Defined Benefit Obligation [Line Items] | ||
Defined benefit obligations at beginning balance | $ 4,827,800 | $ 5,827,355 |
Transfer to R&I | (19,304) | |
Benefits paid during the year | (578,457) | (922,305) |
Current service costs | 442,700 | 459,975 |
Interest | 121,651 | 110,483 |
Past service cost and gain on settlement | 37,677 | 155,697 |
Actuarial gain (loss) | 3,431 | (559,544) |
Exchange differences | 55,265 | (224,557) |
Defined benefit obligations at ending balance | 4,910,067 | 4,827,800 |
Plan B [Member] | ||
Provision for Employee Benefits (Details) - Schedule of Movement in the Present Value of Plan A’s Defined Benefit Obligation [Line Items] | ||
Defined benefit obligations at beginning balance | 21,814 | |
Transfer from GF Cash (CIT) | 19,304 | |
Benefits paid during the year | (2,884) | |
Current service costs | 4,876 | 1,971 |
Interest | 607 | 285 |
Past service cost and loss on settlements | 2,491 | |
Actuarial loss | (1,298) | |
Exchange differences | 309 | 254 |
Defined benefit obligations at ending balance | $ 25,915 | $ 21,814 |
Provision for Employee Benefi_6
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Plan A [Member] | % Change (+) in Assumption [Member] | Discount Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,526,095 | $ 4,500,166 | $ 5,406,718 |
Amount Change in Liability | $ (383,972) | $ (327,634) | $ (412,414) |
Percentage of Change in Liability | (7.82%) | (6.79%) | (7.09%) |
Plan A [Member] | % Change (+) in Assumption [Member] | Salary Increase Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 5,197,550 | $ 5,064,621 | $ 6,141,412 |
Amount Change in Liability | $ 287,483 | $ 236,821 | $ 322,280 |
Percentage of Change in Liability | 5.86% | 4.91% | 5.54% |
Plan A [Member] | % Change (+) in Assumption [Member] | Turnover Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,749,274 | $ 4,683,817 | $ 5,596,605 |
Amount Change in Liability | $ (160,793) | $ (143,983) | $ (222,526) |
Percentage of Change in Liability | (3.27%) | (2.98%) | (3.82%) |
Plan A [Member] | % Change (+) in Assumption [Member] | Life Expectancy [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,920,291 | $ 4,837,009 | $ 5,832,121 |
Amount Change in Liability | $ 10,224 | $ 9,207 | $ 12,989 |
Percentage of Change in Liability | 0.21% | 0.19% | 0.22% |
Plan A [Member] | % Change (-) in Assumption [Member] | Discount Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 5,354,805 | $ 5,201,435 | $ 6,291,799 |
Amount Change in Liability | $ 444,737 | $ 373,635 | $ 472,667 |
Percentage of Change in Liability | 9.06% | 7.74% | 8.12% |
Plan A [Member] | % Change (-) in Assumption [Member] | Salary Increase Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,658,682 | $ 4,617,667 | $ 5,534,865 |
Amount Change in Liability | $ (251,385) | $ (210,133) | $ (284,267) |
Percentage of Change in Liability | (5.12%) | (4.35%) | (4.89%) |
Plan A [Member] | % Change (-) in Assumption [Member] | Turnover Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,961,641 | $ 4,871,730 | $ 5,905,978 |
Amount Change in Liability | $ 51,574 | $ 43,930 | $ 86,846 |
Percentage of Change in Liability | 1.05% | 0.91% | 1.49% |
Plan A [Member] | % Change (-) in Assumption [Member] | Life Expectancy [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 4,899,921 | $ 4,818,657 | $ 5,806,228 |
Amount Change in Liability | $ (10,146) | $ (9,143) | $ (12,904) |
Percentage of Change in Liability | (0.21%) | (0.19%) | (0.22%) |
Plan B [Member] | % Change (+) in Assumption [Member] | Discount Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 23,156 | $ 19,346 | |
Amount Change in Liability | $ (2,760) | $ (2,469) | |
Percentage of Change in Liability | (10.65%) | (11.32%) | |
Plan B [Member] | % Change (+) in Assumption [Member] | Salary Increase Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 28,622 | $ 24,176 | |
Amount Change in Liability | $ 2,707 | $ 2,362 | |
Percentage of Change in Liability | 10.45% | 10.83% | |
Plan B [Member] | % Change (+) in Assumption [Member] | Turnover Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 24,032 | $ 20,142 | |
Amount Change in Liability | $ (1,883) | $ (1,672) | |
Percentage of Change in Liability | (7.27%) | (7.67%) | |
Plan B [Member] | % Change (+) in Assumption [Member] | Life Expectancy [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 26,000 | $ 21,887 | |
Amount Change in Liability | $ 84 | $ 73 | |
Percentage of Change in Liability | 0.32% | 0.33% | |
Plan B [Member] | % Change (-) in Assumption [Member] | Discount Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 29,123 | $ 24,710 | |
Amount Change in Liability | $ 3,208 | $ 2,896 | |
Percentage of Change in Liability | 12.38% | 13.27% | |
Plan B [Member] | % Change (-) in Assumption [Member] | Salary Increase Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 23,565 | $ 19,782 | |
Amount Change in Liability | $ (2,351) | $ (2,032) | |
Percentage of Change in Liability | (9.07%) | (9.32%) | |
Plan B [Member] | % Change (-) in Assumption [Member] | Turnover Rate [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 26,976 | $ 22,799 | |
Amount Change in Liability | $ 1,061 | $ 985 | |
Percentage of Change in Liability | 4.09% | 4.51% | |
Plan B [Member] | % Change (-) in Assumption [Member] | Life Expectancy [Member] | |||
Provision for Employee Benefits (Details) - Schedule of Significant Actuarial Assumption [Line Items] | |||
Liability | $ 25,832 | $ 21,742 | |
Amount Change in Liability | $ (84) | $ (72) | |
Percentage of Change in Liability | (0.32%) | (0.33%) |
Provision for Employee Benefi_7
Provision for Employee Benefits (Details) - Schedule of Defined Benefit Obligation - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Defined Benefit Obligation Abstract | ||
2024 | $ 362,284 | |
2025 | 321,130 | |
2026 | 276,878 | |
2027 | 360,796 | |
2028 | 248,829 | |
2029 | 252,801 | |
2030 | 356,732 | |
2031 | 548,682 | |
2032 | 253,819 | |
2033 | 212,944 | |
2034-2048 | 311,388 | 13,008,757 |
>2048 | $ 286,118 | $ 8,081,234 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2024 | Mar. 06, 2024 | Feb. 06, 2024 | May 12, 2023 | May 05, 2023 | Feb. 17, 2023 | Jul. 12, 2022 | Apr. 08, 2022 | Mar. 14, 2022 | Feb. 13, 2022 | Jan. 20, 2022 | Sep. 28, 2021 | Feb. 04, 2021 | Apr. 17, 2023 | Feb. 13, 2023 | Jun. 22, 2022 | Jun. 16, 2022 | May 24, 2022 | Mar. 22, 2022 | Jan. 25, 2022 | Sep. 28, 2021 | Mar. 25, 2021 | Sep. 21, 2018 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2023 | Apr. 19, 2023 | Mar. 01, 2023 | Jan. 31, 2023 | Jan. 01, 2023 | Apr. 26, 2022 | Feb. 25, 2022 | Aug. 20, 2021 | Mar. 31, 2020 | Mar. 13, 2020 | Feb. 05, 2020 | |||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary share increased (in Dollars per share) | $ 0.12 | $ 0.12 | [1] | |||||||||||||||||||||||||||||||||||||||
Fractional shares canceled | 2,339 | |||||||||||||||||||||||||||||||||||||||||
Deposit equity interests rate | 100% | 99.07% | ||||||||||||||||||||||||||||||||||||||||
Cancelled shares | 243,000 | 2 | ||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 120,000 | 2,580,600 | 1,720,430 | 7,919,997 | 243,000 | 260,000 | 20 | 2,947,150 | 172,000 | 262,500 | ||||||||||||||||||||||||||||||||
Additional ordinary shares | 387,090 | 258,064 | ||||||||||||||||||||||||||||||||||||||||
Public offering price (in Dollars per share) | $ 4.65 | $ 4.65 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ 13,800,000 | $ 9,200,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 7.2 | $ 5.4 | ||||||||||||||||||||||||||||||||||||||||
Warrants shares | 128,901 | 6,007,942 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued | 2,013,759 | 8,021,701 | ||||||||||||||||||||||||||||||||||||||||
Warrants outstanding | 2,013,759 | 2,013,759 | ||||||||||||||||||||||||||||||||||||||||
Public warrant (in Dollars per share) | $ 0.16 | $ 6.4 | ||||||||||||||||||||||||||||||||||||||||
Private warrant (in Dollars per share) | 0.18 | $ 7.2 | ||||||||||||||||||||||||||||||||||||||||
Restricted ordinary share | 1,091 | 10,500,000 | ||||||||||||||||||||||||||||||||||||||||
Issued restricted ordinary shares | 172,000 | 260,000 | 60,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate ordinary shares | 8,739,351 | 49,000 | ||||||||||||||||||||||||||||||||||||||||
Total shares issued. | 1,091 | |||||||||||||||||||||||||||||||||||||||||
Shares issued (in Dollars) | $ 17,235 | |||||||||||||||||||||||||||||||||||||||||
Employees total shares | 6,500 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares issuable | 11,879,993 | 1,091 | 3,780,000 | 2,142,852 | 197,999 | |||||||||||||||||||||||||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.3 | |||||||||||||||||||||||||||||||||||||||||
Warrants exercisable (in Dollars) | $ 506,692 | $ 3,014,710 | [2] | [2] | ||||||||||||||||||||||||||||||||||||||
Purchase share | 1 | |||||||||||||||||||||||||||||||||||||||||
Adjusted price share (in Dollars per share) | $ 18.4 | |||||||||||||||||||||||||||||||||||||||||
Exercise price increased (in Dollars per share) | $ 6.4 | |||||||||||||||||||||||||||||||||||||||||
Purchased ordinary shares | 139,547 | |||||||||||||||||||||||||||||||||||||||||
Received ordinary shares | 2,790,959 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 69,773 | |||||||||||||||||||||||||||||||||||||||||
Net proceeds (in Dollars) | $ 1,230,000 | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in Dollars per share) | $ 7.2 | |||||||||||||||||||||||||||||||||||||||||
Warrants to receive | 40 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit (in Dollars per share) | $ 0.12 | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||
Ordinary shares, authorized | 300,000,000 | 7,500,000 | ||||||||||||||||||||||||||||||||||||||||
Acquire shares issued | 43,700 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, issued | 41,666 | 1,666,666 | ||||||||||||||||||||||||||||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.003 | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Warrant to ordinary shares per unit (in Dollars per share) | 4.15 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ 0.46 | |||||||||||||||||||||||||||||||||||||||||
Volatility percentage | 17.06% | |||||||||||||||||||||||||||||||||||||||||
Expected warrant life | 5 years | |||||||||||||||||||||||||||||||||||||||||
Annual interest rate | 2.50% | |||||||||||||||||||||||||||||||||||||||||
Share capital (in Dollars) | $ 52,069 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Total ordinary shares issued | 433,677 | |||||||||||||||||||||||||||||||||||||||||
Subscription receivable (in Dollars) | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||
Related party receivable / loan written off (in Dollars) | $ 380,000 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, split share issued | 416,442 | |||||||||||||||||||||||||||||||||||||||||
Public Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Public warrant (in Dollars per share) | $ 0.16 | |||||||||||||||||||||||||||||||||||||||||
Private Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Private warrant (in Dollars per share) | $ 0.18 | |||||||||||||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Warrants shares | 8,195,641 | |||||||||||||||||||||||||||||||||||||||||
Warrants description | 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.Equity transactions subsequent to fiscal year 2023:The Company completed the separation with Handshake that the returning 1,091 restricted ordinary shares was cancelled on March 4, 2024 (Note 1).On March 6, 2024, the Company issued an aggregate number of 120,000 restricted ordinary shares to three independent directors on the Board of Directors, representing 60,000 restricted ordinary shares for their service performed in 2023 and 60,000 restricted ordinary shares for their service to be performed in 2024 (Note 20).Equity transactions in fiscal year 2022:On June 16, 2022, a total of 3,780,000 shares were issued to acquire 100% of the equity interests in Beijing Wanjia. As a result of the 2023 share consolidation, consideration became a total of 94,500 shares issued.On June 16, 2022, a total of 9,720,000 shares were issued as a deposit to acquire 100% of the equity interests in seven Kewei Group companies. On September 13, 2022, the Company and the shareholders of seven Kewei Group companies signed a termination agreement to terminate such acquisition. After the 2023 share consolidation, the 9,720,000 shares issued became 243,000 shares, which were returned and cancelled on February 13, 2023 (see Note 23). On May 24, 2022, a total of 113 shares were cancelled as per shareholders’ request. As a result of the 2023 share consolidation, the cancelled shares became 2 shares.On April 8, 2022, the Company completed another private placement with certain investors that the Company agreed to sell to such investors an aggregate of 8,739,351 ordinary shares. As a result of the 2023 share consolidation, ordinary shares issued to certain investors became a total of 218,484 shares.On March 14, 2022, a total of 2,142,582 shares were issued to acquire 100% of the equity interests in Shenzhen GFAI and Guangzhou GFAI. As a result of the 2023 share consolidation, consideration became a total of 53,571 shares issued.On February 25, 2022 and April 26, 2022, the Company issued 10,000 and 10,000 ordinary shares, respectively, totaling 20,000 ordinary shares to the vendor as compensation for serving the Company. As a result of the 2023 share consolidation, compensation expense became a total of 500 shares issued (Note 20).On January 25, 2022, the Company granted and issued 260,000 restricted ordinary shares to certain employees under the Company’s 2022 Equity Incentive Plan. As a result of the 2023 share consolidation, the number of restricted ordinary shares issued to certain employees became a total of 6,500 shares (Note 20).On January 20, 2022, the Company completed a private placement with certain investors to issue (i) 7,919,997 ordinary shares; and (ii) 11,879,993 ordinary shares issuable upon the exercise of warrants, at an exercise price of $1.30 per share. As a result of the 2023 share consolidation, ordinary shares issued to certain investors became a total of 197,999 shares the exercise price of warrants became $52 to purchase 1 share.After the two private placements and the issuance of a convertible note (Note 15), the exercise price of both the Company’s IPO warrants which were issued on September 28, 2021 and private warrants which were issued on January 20, 2022, were adjusted to $0.16 and $0.18, respectively pursuant to the antidilution provisions of warrants. As a result of the 2023 share consolidation, the exercise price was proportionately increased from $0.16 to $6.40 and from $0.18 to $7.20, respectively. | |||||||||||||||||||||||||||||||||||||||||
Outstanding warrants shares | 5,581,918 | |||||||||||||||||||||||||||||||||||||||||
Purchase aggregate shares | 5,581,918 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 5.1875 | |||||||||||||||||||||||||||||||||||||||||
private placements [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 218,484 | |||||||||||||||||||||||||||||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Deposit equity interests rate | 125% | 125% | ||||||||||||||||||||||||||||||||||||||||
Warrants exercisable (in Dollars) | $ 207.5 | |||||||||||||||||||||||||||||||||||||||||
Exercise price increased (in Dollars per share) | $ 0.16 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit (in Dollars per share) | $ 0.12 | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||
Ordinary shares, issued | 3,614,458 | 3,614,458 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 166 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit | 90,309 | |||||||||||||||||||||||||||||||||||||||||
Private Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in Dollars per share) | $ 0.18 | |||||||||||||||||||||||||||||||||||||||||
Cash in Lieu [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares issuable | 1 | |||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 16,666,663 | |||||||||||||||||||||||||||||||||||||||||
Exercise price increased (in Dollars per share) | $ 7.2 | |||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.15 | |||||||||||||||||||||||||||||||||||||||||
Shares exercise price (in Dollars per share) | 46 | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in Dollars per share) | 6.4 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, authorized | 300,000,000 | |||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | private placements [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Adjusted price share (in Dollars per share) | 0.16 | |||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||
Exercise price increased (in Dollars per share) | 0.18 | |||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.238 | |||||||||||||||||||||||||||||||||||||||||
Shares exercise price (in Dollars per share) | 9.52 | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in Dollars per share) | $ 0.16 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, authorized | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | private placements [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Adjusted price share (in Dollars per share) | $ 0.18 | |||||||||||||||||||||||||||||||||||||||||
Cayman Islands [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary share increased (in Dollars per share) | $ 0.003 | |||||||||||||||||||||||||||||||||||||||||
Cayman Islands [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary share increased (in Dollars per share) | $ 0.12 | |||||||||||||||||||||||||||||||||||||||||
Beijing Wanjia [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 3,780,000 | |||||||||||||||||||||||||||||||||||||||||
Restricted ordinary share | 3,780,000 | |||||||||||||||||||||||||||||||||||||||||
Equity interests rate | 100% | |||||||||||||||||||||||||||||||||||||||||
Total shares issued | 94,500 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares issuable | 94,500 | |||||||||||||||||||||||||||||||||||||||||
Seven Kewei Group companies [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Deposit equity interests rate | 100% | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 9,720,000 | |||||||||||||||||||||||||||||||||||||||||
Total shares issued deposit | 9,720,000 | |||||||||||||||||||||||||||||||||||||||||
Seven Kewei Group companies [Member] | Subsequents Event [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Cancelled shares | 243,000 | |||||||||||||||||||||||||||||||||||||||||
Shareholders [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Cancelled shares | 113 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, issued | 689,427 | |||||||||||||||||||||||||||||||||||||||||
Total ordinary shares issued | 17,356,090 | |||||||||||||||||||||||||||||||||||||||||
Shareholders [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit (in Dollars per share) | $ 0.003 | |||||||||||||||||||||||||||||||||||||||||
Shareholders [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Shenzhen GFAI [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 2,142,582 | 53,571 | ||||||||||||||||||||||||||||||||||||||||
Equity interests rate percentage | 100% | |||||||||||||||||||||||||||||||||||||||||
Total shares issued. | 53,571 | |||||||||||||||||||||||||||||||||||||||||
Vendor Service Company [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 20,000 | |||||||||||||||||||||||||||||||||||||||||
Shares issued (in Dollars) | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Vendor Service Company [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||
Vendor Service Company [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Restricted ordinary share | 1,091 | |||||||||||||||||||||||||||||||||||||||||
Issued restricted ordinary shares | 60,000 | 60,000 | ||||||||||||||||||||||||||||||||||||||||
Issued capital [member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares, authorized | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||
Issued capital [member] | Cayman Islands [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares authorized | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||
Issued capital [member] | Cayman Islands [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares authorized | 300,000,000 | |||||||||||||||||||||||||||||||||||||||||
Warrants [member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Warrants exercisable (in Dollars) | $ 52 | |||||||||||||||||||||||||||||||||||||||||
Ordinary Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Ordinary shares | 16,666,663 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares unit (in Dollars per share) | $ 0.003 | |||||||||||||||||||||||||||||||||||||||||
[1] Giving retroactive effect to the 2023 share consolidation on January 31, 2023. Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Consolidated Balance Sheets | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Pre-share consolidation [Member] | |
(Deficit) Equity | |
Number of ordinary shares – authorized | 300,000,000 |
Number of ordinary shares – issued and outstanding | 64,770,529 |
Par value (in Dollars per share) | $ / shares | $ 0.003 |
Adjustments [Member] | |
(Deficit) Equity | |
Number of ordinary shares – authorized | (292,500,000) |
Number of ordinary shares – issued and outstanding | (63,151,552) |
Par value (in Dollars per share) | $ / shares | $ 0.117 |
Post-share consolidation [Member] | |
(Deficit) Equity | |
Number of ordinary shares – authorized | 7,500,000 |
Number of ordinary shares – issued and outstanding | 1,618,977 |
Par value (in Dollars per share) | $ / shares | $ 0.12 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of Consolidated Statements of Profit or Loss - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pre-share consolidation [Member] | ||
Loss per share | ||
Basic loss for the year attributable to ordinary equity holders | $ (0.37) | $ (0.31) |
Weighted average number of shares used in computation: | ||
Basic weighted average number of shares | 49,605,434 | 17,537,238 |
Adjustments [Member] | ||
Loss per share | ||
Basic loss for the year attributable to ordinary equity holders | $ (14.6) | $ (11.59) |
Weighted average number of shares used in computation: | ||
Basic weighted average number of shares | (48,365,582) | (17,076,519) |
Post-share consolidation [Member] | ||
Loss per share | ||
Basic loss for the year attributable to ordinary equity holders | $ (14.97) | $ (11.9) |
Weighted average number of shares used in computation: | ||
Basic weighted average number of shares | 1,239,852 | 460,719 |
Shareholders_ Equity (Details_3
Shareholders’ Equity (Details) - Schedule of Consolidated Statements of Profit or Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pre-share consolidation [Member] | ||
Shareholders’ Equity (Details) - Schedule of Consolidated Statements of Profit or Loss (Parentheticals) [Line Items] | ||
Diluted loss for the year attributable to ordinary equity holders | $ (0.37) | $ (0.31) |
Diluted weighted average number of shares | 49,605,434 | 17,537,238 |
Adjustments [Member] | ||
Shareholders’ Equity (Details) - Schedule of Consolidated Statements of Profit or Loss (Parentheticals) [Line Items] | ||
Diluted loss for the year attributable to ordinary equity holders | $ (14.60) | $ (11.59) |
Diluted weighted average number of shares | (48,365,582) | (17,076,519) |
Post-share consolidation [Member] | ||
Shareholders’ Equity (Details) - Schedule of Consolidated Statements of Profit or Loss (Parentheticals) [Line Items] | ||
Diluted loss for the year attributable to ordinary equity holders | $ (14.97) | $ (11.90) |
Diluted weighted average number of shares | 1,239,852 | 460,719 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2024 USD ($) shares | Mar. 06, 2024 shares | Mar. 13, 2020 USD ($) shares | Jan. 08, 2020 USD ($) shares | Aug. 31, 2023 USD ($) Directors shares | Apr. 17, 2023 shares | Jan. 25, 2022 USD ($) shares | Dec. 31, 2024 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Stock-Based Compensation [Line Items] | ||||||||||||
Issued restricted ordinary shares | 172,000 | 260,000 | 60,000 | |||||||||
Stock based compensation expense (in Dollars) | $ | $ 830,000 | $ 271,800 | $ 238,914 | $ 830,000 | ||||||||
Shares issued | 41,666 | 41,666 | 6,500 | 500 | ||||||||
Issued ordinary shares | 20,000 | |||||||||||
Stock based compensation expense (in Dollars) | $ | $ 35,769 | $ 46,341 | $ 13,181 | $ 18,826 | ||||||||
Issue an aggregate shares of capital stock | 877,021 | |||||||||||
Issuance of plan shares | 17,235 | 689,427 | ||||||||||
Issued remaining plan share | 4,689 | 187,594 | ||||||||||
Outstanding ordinary shares | 1,666,666 | 1,666,666 | 33,600 | 1,300 | ||||||||
Fair value of shares issued in merger transaction | 877,025 | |||||||||||
Reverse split description | As a result of the 2021 and 2023 share consolidation, the agreed number of Plan shares became 21,924. | |||||||||||
Transferred shares | 833,333 | |||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||
Stock-Based Compensation [Line Items] | ||||||||||||
Issued restricted ordinary shares | 120,000 | 60,000 | ||||||||||
Number of service performer (in Directors) | Directors | 3 | |||||||||||
Mr. Yap [Member] | ||||||||||||
Stock-Based Compensation [Line Items] | ||||||||||||
Issued ordinary shares | 20,833 | |||||||||||
Forecast [Member] | ||||||||||||
Stock-Based Compensation [Line Items] | ||||||||||||
Issued restricted ordinary shares | 60,000 | 60,000 |
Selling, Distribution and Adm_3
Selling, Distribution and Administrative Expenses (Details) - Schedule of Administrative Expenses - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Schedule of Administrative Expenses [Abstract] | ||||||
Staff expense | $ 6,392,020 | $ 6,753,737 | $ 3,310,362 | |||
Rental expense | 536,272 | 452,137 | 2,564 | |||
Depreciation and amortization expense | 2,439,986 | 2,997,945 | 1,261,988 | |||
Utilities expense | 87,327 | 72,550 | 91,180 | |||
Travelling and entertainment expense | 445,714 | 600,362 | 145,247 | |||
Professional fees | 1,434,367 | 2,086,279 | 1,164,536 | |||
Repairs and maintenance | 68,696 | 57,782 | 69,805 | |||
Other service fees | 322,894 | 433,822 | 240,328 | |||
Research and development expense | 169,511 | 99,947 | ||||
Other expenses | [1] | 1,013,688 | 989,687 | 888,280 | ||
Selling ,distribution and administrative expenses | $ 12,910,475 | $ 14,544,248 | [2] | $ 7,174,290 | [2] | |
[1] Other expenses mainly comprised of office expenses, stamp duties, training costs, etc. |
Legal Reserve (Details)
Legal Reserve (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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) $ / shares in Units, ฿ in Millions, ¥ in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||
May 25, 2023 USD ($) | Feb. 13, 2023 USD ($) shares | May 24, 2022 USD ($) $ / shares shares | Feb. 09, 2022 USD ($) | Sep. 01, 2018 USD ($) | Jan. 20, 2022 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 06, 2024 shares | Dec. 31, 2023 THB (฿) shares | Oct. 31, 2023 shares | May 12, 2023 shares | May 05, 2023 shares | Apr. 19, 2023 shares | Mar. 01, 2023 shares | Jun. 22, 2022 USD ($) | Mar. 22, 2022 USD ($) | Jan. 25, 2022 shares | Nov. 01, 2021 | Sep. 09, 2020 USD ($) | Apr. 17, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 01, 2018 CNY (¥) | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Amounts due prepayments | $ 2,382,592 | |||||||||||||||||||||||
Purchase from a related party | 2,773,560 | |||||||||||||||||||||||
Expense paid to related party | 103,534 | $ 7,394 | ||||||||||||||||||||||
Allowance for doubtful debts | $ 5,637,527 | |||||||||||||||||||||||
Equity interests, percentage | 100% | |||||||||||||||||||||||
Acquisition purchase price | $ 21,600,000 | |||||||||||||||||||||||
Acquisition cash percentage | 10% | |||||||||||||||||||||||
Restricted ordinary shares percentage | 90% | 100% | 100% | 100% | 100% | 100% | ||||||||||||||||||
Restricted ordinary shares, per share (in Dollars per share) | $ / shares | $ 2 | $ 0.12 | ||||||||||||||||||||||
Cash amount | $ 70,000 | ฿ 2.5 | $ 840,000 | $ 1,000,000 | ||||||||||||||||||||
Restricted ordinary shares (in Shares) | shares | 243,000 | 7,919,997 | 20 | 120,000 | 20 | 2,947,150 | 2,580,600 | 1,720,430 | 172,000 | 262,500 | 260,000 | |||||||||||||
Shares issued (in Shares) | shares | 243,000 | 243,000 | ||||||||||||||||||||||
Restricted ordinary shares, per share (in Dollars per share) | $ / shares | $ 0.5 | |||||||||||||||||||||||
Deposit paid | $ 4,860,000 | |||||||||||||||||||||||
Restricted ordinary shares amounting | $ 4,860,000 | |||||||||||||||||||||||
Accrued interest | 21,560 | 198,618 | ||||||||||||||||||||||
Trade payable | 2,754,489 | |||||||||||||||||||||||
Expense paid for related party | 5,600 | |||||||||||||||||||||||
Related party for development | 151,265 | |||||||||||||||||||||||
Rental fee | 536,272 | 452,137 | 2,564 | |||||||||||||||||||||
Company expenses | 11,558 | |||||||||||||||||||||||
Borrowed amount | 381,651 | 17,081,434 | $ 413,500 | $ 1,499,998 | ||||||||||||||||||||
Outstanding loan | $ 18,346 | |||||||||||||||||||||||
Loan interest rate | 2% | 2% | 2% | |||||||||||||||||||||
Interest expense on loans | 2,757 | $ 4,135 | 8,270 | |||||||||||||||||||||
Loan principal amount | $ 413,500 | |||||||||||||||||||||||
Cash paid | $ 3,205 | $ 1 | 13,219,105 | |||||||||||||||||||||
Cash paid robots amounting yet delivered | $ 2,773,560 | |||||||||||||||||||||||
Contract amount | 3,000,000 | |||||||||||||||||||||||
Restricted Ordinary Shares [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Restricted ordinary shares (in Shares) | shares | 9,720,000 | 9,720,000 | ||||||||||||||||||||||
Mr. Tu Jing Yi [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Loan interest rate | 1.50% | 1.50% | ||||||||||||||||||||||
Loan | $ 1,437,303 | ¥ 10 | ||||||||||||||||||||||
Shenzhen Intelligent Guardforce Robot Technology Co., Limited [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Expense paid to related party | $ 481,375 | |||||||||||||||||||||||
Aggregate amount | 90,000 | |||||||||||||||||||||||
Shenzhen Kewei Robot Technology Co., Limited [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Cash amount | $ 2,160,000 | |||||||||||||||||||||||
Restricted ordinary shares (in Shares) | shares | 9,720,000 | |||||||||||||||||||||||
Rental fee | 68,350 | |||||||||||||||||||||||
Cash paid | 1,785,617 | |||||||||||||||||||||||
Cash paid robots amounting yet delivered | $ 1,611,782 | |||||||||||||||||||||||
Cash paid robots amounting yet delivered return shares (in Shares) | shares | 415,332 | |||||||||||||||||||||||
Aggregate amount | $ 3,320,000 | |||||||||||||||||||||||
Shenzhen Kewei Robot Technology Co., Limited [Member] | Purchase of Robots [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Cash paid robots amounting yet delivered | 4,481,346 | |||||||||||||||||||||||
Mr. Tu [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Accrued interest | 78,863 | |||||||||||||||||||||||
Mr. Tu Jing Yi [Member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Loans advances | 195,398 | |||||||||||||||||||||||
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 expense on loans | $ 21,560 | 10,780 | 21,560 | |||||||||||||||||||||
Guardforce Holdings HK Limited Member | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Borrowed amount | $ 2,735,000 | |||||||||||||||||||||||
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. | |||||||||||||||||||||||
Outstanding loan | 2,735,000 | |||||||||||||||||||||||
Interest expense on loans | $ 40,458 | 27,350 | 54,700 | |||||||||||||||||||||
Loan principal 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. | |||||||||||||||||||||||
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%. | |||||||||||||||||||||||
Related parties [member] | ||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||||
Interest expense on loans | $ 122 | $ 183 | $ 14,940 | |||||||||||||||||||||
Loan principal amount | $ 18,346 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Parties and their Relationships | 12 Months Ended |
Dec. 31, 2023 | |
Tu Jingyi (“Mr. Tu”) [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Shareholder of the Company |
Guardforce AI Technology Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Holding Company |
Guardforce AI Service Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Holding Company |
Shenzhen Intelligent Guardforce Robot Technology Co., Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Controlled by Mr. Tu |
Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Controlled by Mr. Tu |
Nanjing Zhongzhi Yonghao Robot Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Nanchang Zongkun Intelligent Technology Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Sichuan Qiantu Guardforce Robot Technology Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
CSF Mingda Technology Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Shenzhen Zhongzhi Yonghao Robot Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Shenzhen Qianban Technology Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Guardforce Security Service (Shanghai) Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Shenzhen Guardforce Qiyun Technology Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Shanghai Yongan Security Alarm System Co., Ltd [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu is the majority shareholder of its ultimate holding company |
Guardforce Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu’s father is the majority shareholder of its ultimate holding company |
Guardforce Holdings (HK) Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Controlled by Mr. Tu’s father |
Guardforce TH Group Company Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu’s father is the majority shareholder |
Guardforce Security (Thailand) Company Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu’s father is the majority shareholder of its ultimate holding company |
Guardforce Aviation Security Company Limited [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu’s father is the majority shareholder of its ultimate holding company |
Perfekt Technology & System Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Mr. Tu’s father is the majority shareholder of its ultimate holding company |
InnoAI Technology (Shenzhen) Co., Ltd. [Member] | |
Schedule of Related Parties and their Relationships [Line Items] | |
Relationship with the Company | Controlled by Jia Lin, President of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Amounts Due from Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | $ 2,172,638 | $ 14,508,873 | |
Guardforce TH Group Company Limited [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 1,804 | 894 |
Guardforce AI Technology Limited [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 423 | |
Guardforce AI Service Limited [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 423 | |
Shenzhen Intelligent Guardforce Robot Technology Co., Limited [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [2] | 7,312,883 | |
Shareholders’ of Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries [Member] | |||
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] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 7,297 | |
Nanchang Zongkun Intelligent Technology Co., Ltd. [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 7,310 | |
Sichuan Qiantu Guardforce Robot Technology Co., Ltd. [Member] | |||
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] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | 144,737 | |
CSF Mingda Technology Co., Ltd [Member] | |||
Schedule of Amounts Due from Related Parties [Line Items] | |||
Due from related parties | [1] | $ 10,834 | $ 11,129 |
[1] Amounts due from these related parties represent business advances for operational purposes. On May 25, 2023 and December 27, 2023, the Company, Mr. Tu and these related parties agreed to offset certain receivable and payable balances. Amounts due from Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”) comprised of $2,382,592 representing prepayments for the purchase of robots from CIOT, $2,773,560 receivables in connection with the robots returned to CIOT and $481,375 expense paid on behalf of CIOT. On December 31, 2023, the Company made a full allowance for doubtful debts of $5,637,527 on the amount due from CIOT. 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 were paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%) at $2.00 per share. During the year ended December 31, 2022, the Company fully paid the purchase considerations. Cash amount of $2,160,000 was paid and 9,720,000 restricted ordinary shares of the Company were issued. After the 2023 share consolidation, the 9,720,000 shares issued became 243,000 shares. The restricted ordinary shares issued were valued at $0.50 per share, as a result of the 2023 share consolidation, the value became $20 per share, based on the market share price at the issuance date, the equity portion of the deposit paid for business acquisitions was $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 were agreed to be returned within 90 days of the signing of the termination agreement. On February 13, 2023, after the 2023 share consolidation, 243,000 restricted ordinary shares amounting to $4,860,000 were returned to and cancelled by the Company. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of Amounts Due to Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | $ 2,898,506 | $ 3,868,691 | |
Tu Jingyi [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [1] | 152,725 | 210,028 |
Guardforce Holdings (HK) Limited [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [2] | 43,337 | 394,016 |
Guardforce Security (Thailand) Company Limited [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [3] | 74,429 | 77,413 |
Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [4] | 2,528,916 | 2,403,555 |
Shenzhen Zhongzhi Yonghao Robot Co., Ltd. [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [5] | 63,718 | 394,151 |
Shenzhen Qianban Technology Co., Ltd. [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [5] | 99,733 | |
Guardforce Security Service (Shanghai) Co., Ltd. [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [5] | 35,225 | 267,764 |
Shenzhen Guardforce Qiyun Technology Co., Ltd. [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [5] | 189 | |
Shanghai Yongan Security Alarm System Co., Ltd. [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [5] | 21,842 | |
Guardforce Aviation Security Company Limited [Member] | |||
Schedule of Amounts Due to Related Parties [Line Items] | |||
Due from related parties | [3] | $ 156 | |
[1] Amount due to Tu Jingyi (“Mr. Tu”) represents accrued interest on loans. During the year ended December 31, 2023, the Company repaid $78,863 to Mr. Tu to settle a portion of accrued interest outstanding as of December 31, 2022. Interest accrued for the year ended December 31, 2023 was $21,560. As of December 31, 2023, amount due to Guardforce Holdings (HK) Limited represents the interest accrued for the year December 31, 2023. During the year ended December 31, 2023, the Company had fully repaid the outstanding balance as of December 31, 2022, which comprised of $195,398 advances made and $198,618 accrued interests on loans. Amounts due to Guardforce Security (Thailand) Company Limited, Guardforce Aviation Security Company Limited and Guardforce Aviation Security Company Limited represent accounts payable for services provided by related parties. Amounts due to Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Keiwei”) and its subsidiaries comprised of $2,754,489 representing trade payables for the purchase of robots from a related party and $5,600 expense paid on behalf by a related party, offset with receivable balance of (i) $151,265 from the return of robots to Shenzhen Kewei; (ii) $68,350 robots rental fee charged to Shenzhen Kewei; and (iii) $11,558 expense paid expense paid on behalf of Shenzhen Kewei. Amounts due to related parties represent business advances for operational purposes. |
Related Party Transactions (D_5
Related Party Transactions (Details) - Schedule of Short-term Borrowing from a Related Party - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) - Schedule of Short-term Borrowing from a Related Party [Line Items] | |||
Short-term borrowing | $ 3,104,149 | $ 3,148,500 | |
Guardforce Holdings (HK) Limited [Member] | |||
Related Party Transactions (Details) - Schedule of Short-term Borrowing from a Related Party [Line Items] | |||
Short-term borrowing | [1] | 1,666,846 | 3,148,500 |
Tu Jingyi [Member] | |||
Related Party Transactions (Details) - Schedule of Short-term Borrowing from a Related Party [Line Items] | |||
Short-term borrowing | [2] | $ 1,437,303 | |
[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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan was $40,458, $27,350 and $54,700, respectively. This loan is classified as short-term borrowing from a related party. Pursuant to the repayment plan provided by Mr. Tu on March 1, 2023, Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited and borrowings from Mr. Tu if Mr. Tu is unable to settle the amount due from his controlled entities in full as of December 31, 2023. In execution of the repayment plan, on May 25, 2023, the Company and Mr. Tu made an arrangement to legally offset the Company’s related party payables with the borrowings from Guardforce Holdings (HK) Limited (the “Netting Arrangement”). On May 25, 2023, the principal amount of this loan of $1,068,154 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $21,560, $10,780 and $21,560, respectively. Pursuant to the settlement agreement (Note 28), management of the Company plans to repay this loan within 12 months, therefore, this loan is classified as short-term borrowing from a related party. |
Related Party Transactions (D_6
Related Party Transactions (Details) - Schedule of Long-term Borrowings from Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Long-term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related party | $ 1,455,649 | ||
Guardforce Holdings (HK) Limited [Member] | |||
Schedule of Long-term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related party | [1] | 18,346 | |
Tu Jingyi [Member] | |||
Schedule of Long-term Borrowings from Related Parties [Line Items] | |||
Long-term borrowings from related party | [2] | $ 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $122, $183 and $14,940, 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 years ended December 31, 2023, 2022 and 2021, interest expense on this loan recorded under amount due to related parties was $21,560, $10,780 and $21,560, respectively. Pursuant to the settlement agreement (Note 28), management of the Company plans to repay this loan within 12 months, therefore, this loan is classified as short-term borrowing from a related party. |
Related Party Transactions (D_7
Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | $ 1,068,990 | $ 7,823,592 | $ 6,477,948 | |
Service/ Products delivered to related parties: | ||||
Service/ Products delivered to related parties | 68,825 | 146,243 | 111,627 | |
Guardforce Security (Thailand) Company Limited [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [1] | 918,536 | 792,499 | 763,256 |
Guardforce Aviation Security Company Limited [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [2] | 1,643 | 4,052 | 5,739 |
Perfekt Technology & System Co., Ltd. [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [3] | 6,850 | ||
Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [4] | 6,178 | 5,964,199 | 5,702,103 |
Shenzhen Kewei Robot Technology Co., Limited – Purchases [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [5] | 93,633 | 1,196,450 | |
Shenzhen Kewei Robot Technology Co., Limited – ICP [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [6] | 3,000,000 | ||
InnoAI Technology (Shenzhen) Co., Ltd. [Member] | ||||
Service/ Products received from related parties: | ||||
Service/ Products received from related parties | [7] | 49,000 | ||
Guardforce Limited [Member] | ||||
Service/ Products delivered to related parties: | ||||
Service/ Products delivered to related parties | [8] | 12,846 | ||
GF Technovation Company Limited [Member] | ||||
Service/ Products delivered to related parties: | ||||
Service/ Products delivered to related parties | [8] | 231 | 146,243 | 98,781 |
Shenzhen Kewei Robot Technology Co., Limited [Member] | ||||
Service/ Products delivered to related parties: | ||||
Service/ Products delivered to related parties | [9] | $ 68,594 | ||
[1] Guardforce Security (Thailand) Co., Ltd. provided security guard services to the Company. Guardforce Aviation Security Co., Ltd. provided escort services to the Company. Perfekt Technology & System Co., Ltd. provided security equipment to the Company. The Company paid $13,219,105 to Shenzhen Intelligent Guardforce Robot Technology Co., Limited for the purchase of robots, in which robots amounting to $4,481,346 had yet to be delivered, and robots amounting to $2,773,560 were returned by the Company. The Company paid $1,785,617 to Shenzhen Kewei Robot Technology Co., Limited for the purchase of robots amounting to $1,611,782, in which robots amounting to $415,332 were returned by the Company. On February 8, 2022, the Company entered into a Commission Development Agreement with Shenzhen Kewei Robot Technology Co., Limited for the development of a robotics management platform named GFAI Intelligent Cloud Platform V2.0 (“ICP”). The contract amount was $3,000,000 which was paid in 2022 as a one-time lump sum payment upon the execution of the agreement. InnoAI Technology (Shenzhen) Co., Ltd. provided ERP and IT support services to the Company. The Company sold robots to GF Technovation Company Limited. The Company rented robots to Shenzhen Kewei Robot Technology Co., Limited. |
Consolidated Segment Data (Deta
Consolidated Segment Data (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Segment Data [Abstract] | |||
Non-cash compensation expense | $ 1,101,800 | $ 252,095 |
Consolidated Segment Data (De_2
Consolidated Segment Data (Details) - Schedule of Revenue and Non-Cash Compensation - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Revenues(1) | ||||||
Revenues | $ 36,280,502 | $ 33,965,648 | [1] | $ 34,668,872 | [1] | |
Operating loss | ||||||
Operating loss | (29,302,778) | (16,826,239) | (3,752,450) | |||
Total other income from four segments | 461,926 | 87,616 | 292,732 | |||
Foreign exchange gains (losses), net: | ||||||
Foreign exchange losses, net | (130,860) | (260,682) | (9,915) | |||
Finance costs | (653,374) | (1,141,830) | [1] | (984,843) | [1] | |
Loss before income tax from continuing operations | (29,189,200) | (18,471,418) | (6,264,222) | |||
Provision for income tax (expense) benefit | (434,320) | (132,208) | 732,868 | |||
Net loss for the year from continuing operations | (29,623,520) | (18,603,626) | [1],[2] | (5,531,354) | [1],[2] | |
Net profit (loss) for the year from discontinued operations – Information security segment | 34,138 | (62,432) | 39,700 | |||
Net loss for the year | (29,589,382) | (18,666,058) | [1],[2] | (5,491,654) | [1],[2] | |
Net loss attributable to the non-controlling interest | 17,721 | 101,264 | [1] | 9,727 | [1] | |
Net loss attributable to equity holders of the Company | (29,571,661) | (18,564,794) | [1] | (5,481,927) | [1] | |
Secured logistics [Member] | Operating loss [Member] | ||||||
Operating loss | ||||||
Operating loss | (1,895,092) | (1,353,365) | (808,162) | |||
Secured logistics [Member] | Foreign exchange losses, net [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Foreign exchange losses, net | 241,813 | (629,844) | (1,814,948) | |||
Secured logistics [Member] | Finance costs [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Finance costs | (510,818) | (802,438) | (885,183) | |||
Robotics AI solutions [Member] | Operating loss [Member] | ||||||
Operating loss | ||||||
Operating loss | (21,773,699) | (11,227,391) | (1,072,133) | |||
Robotics AI solutions [Member] | Foreign exchange losses, net [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Foreign exchange losses, net | 55,567 | 37,503 | (1,511) | |||
Robotics AI solutions [Member] | Finance costs [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Finance costs | (14,431) | (22,695) | (2,793) | |||
General security solutions [Member] | Operating loss [Member] | ||||||
Operating loss | ||||||
Operating loss | (936,390) | (178,580) | ||||
General security solutions [Member] | Finance costs [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Finance costs | (857) | (946) | ||||
Corporate and others [Member] | Operating loss [Member] | ||||||
Operating loss | ||||||
Operating loss | [3] | (4,697,597) | (4,066,903) | (1,872,155) | ||
Corporate and others [Member] | Foreign exchange losses, net [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Foreign exchange losses, net | 7,646 | 1,376 | (3,202) | |||
Corporate and others [Member] | Finance costs [Member] | ||||||
Foreign exchange gains (losses), net: | ||||||
Finance costs | (127,268) | (315,751) | (96,867) | |||
Revenue [Member] | ||||||
Revenues(1) | ||||||
Revenues | [4] | 36,280,502 | 33,965,648 | 34,668,872 | ||
Revenue [Member] | Secured logistics [Member] | ||||||
Revenues(1) | ||||||
Revenues | [4] | 31,892,550 | 30,907,623 | 34,300,213 | ||
Revenue [Member] | Robotics AI solutions [Member] | ||||||
Revenues(1) | ||||||
Revenues | [4] | 757,284 | 1,272,236 | 368,659 | ||
Revenue [Member] | General security solutions [Member] | ||||||
Revenues(1) | ||||||
Revenues | [4] | $ 3,630,668 | $ 1,785,789 | |||
[1]Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27).[2] Certain amounts have been restated to reflect the reclassification adjustments made between continuing operations and discontinued operations related to the divestiture of Handshake (Note 27). Includes impairment of goodwill on acquired subsidiaries, non-cash compensation expense, professional fees and consultancy fees for the Company. Non-cash compensation expense of $1,101,800, $252,095 and $ nil Revenue excludes intercompany sales. |
Consolidated Segment Data (De_3
Consolidated Segment Data (Details) - Schedule of Depreciation and Amortization by Segment - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation and amortization: | |||
Total depreciation and amortization | $ 5,243,240 | $ 5,981,407 | $ 5,032,642 |
Secured logistics [Member] | |||
Depreciation and amortization: | |||
Total depreciation and amortization | 3,256,128 | 3,373,660 | 4,407,085 |
Robotics AI solutions [Member] | |||
Depreciation and amortization: | |||
Total depreciation and amortization | 1,738,563 | 2,497,153 | 625,557 |
General security solutions [Member] | |||
Depreciation and amortization: | |||
Total depreciation and amortization | $ 248,549 | $ 110,594 |
Consolidated Segment Data (De_4
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | $ 45,814,948 | $ 61,166,974 | |
Secured logistics [Member] | |||
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | 21,613,383 | 25,315,845 | |
Robotics AI solutions [Member] | |||
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | 3,127,857 | 23,577,547 | |
General security solutions [Member] | |||
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | 2,836,403 | 4,260,811 | |
Corporate and others [Member] | |||
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | 18,035,342 | 7,397,254 | |
Assets held for sale - Information security [Member] | |||
Consolidated Segment Data (Details) - Schedule of the Total Assets by Segment [Line Items] | |||
Total assets | $ 201,963 | [1] | $ 615,517 |
[1] As of December 31, 2023, the total assets for information security segment were presented as assets held for sale on the consolidated balance sheets. |
Consolidated Segment Data (De_5
Consolidated Segment Data (Details) - Schedule of Total Non-Current Assets by Geographical Segment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Consolidated Segment Data (Details) - Schedule of Total Non-Current Assets by Geographical Segment [Line Items] | ||
Total non-current assets | $ 14,694,356 | $ 25,903,910 |
Hong Kong and Macau [Member] | ||
Consolidated Segment Data (Details) - Schedule of Total Non-Current Assets by Geographical Segment [Line Items] | ||
Total non-current assets | 3,289,170 | 11,234,176 |
Thailand [Member] | ||
Consolidated Segment Data (Details) - Schedule of Total Non-Current Assets by Geographical Segment [Line Items] | ||
Total non-current assets | 10,472,012 | 14,223,714 |
Other countries [Member] | ||
Consolidated Segment Data (Details) - Schedule of Total Non-Current Assets by Geographical Segment [Line Items] | ||
Total non-current assets | $ 933,174 | $ 446,020 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Bank guarantees | $ 4,547,000 | $ 3,467,000 |
Thailand [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Dferred lawsuit | 140,000 | |
China [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Dferred lawsuit | 70,000 | |
Lawsuits | 3,320,000 | |
Hong Kong [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Lawsuits | $ 90,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Future Payments for Employment Agreements | Dec. 31, 2023 USD ($) |
Schedule Of Future Payments For Employment Agreements Abstract | |
2024 | $ 1,446,590 |
2025 | 633,744 |
Total minimum payment required | $ 2,080,334 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments | Dec. 31, 2023 USD ($) | |
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments [Line Items] | ||
Service fee commitments | $ 398,521 | [1] |
Operating lease commitments | 3,121,052 | [2] |
Purchase commitments | 3,079,373 | [3] |
Total | 6,598,946 | |
Less than 1 year [Member] | ||
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments [Line Items] | ||
Service fee commitments | 246,592 | [1] |
Operating lease commitments | 1,927,835 | [2] |
Purchase commitments | 3,079,373 | [3] |
Total | 5,253,800 | |
1-2 years [Member] | ||
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments [Line Items] | ||
Service fee commitments | 151,929 | [1] |
Operating lease commitments | 1,124,445 | [2] |
Purchase commitments | [3] | |
Total | 1,276,374 | |
3-5 years [Member] | ||
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments [Line Items] | ||
Service fee commitments | [1] | |
Operating lease commitments | 68,772 | [2] |
Purchase commitments | [3] | |
Total | 68,772 | |
More than 5 years [Member] | ||
Commitments and Contingencies (Details) - Schedule of Capital Expenditure Commitments [Line Items] | ||
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 is comprised of a monthly fixed service fee and certain other fees as specified in the agreement, which will expire in August 2025. 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 (“CIOT”) and Shenzhen Kewei Robot Technology Co., Ltd. (“Shenzhen Kewei”) to establish mutual contractual obligations for future purchases of robots. These agreements do not contain the scheduled delivery dates. These agreements with CIOT and Shenzhen Kewei will become void upon fulfillment of the settlement agreement. |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations (Details) [Line Items] | |||
Percentage of revenue | 57.50% | 63.20% | 69.10% |
Trade receivable, percentage | 10% | ||
Customer [Member] | |||
Concentrations (Details) [Line Items] | |||
Percentage of revenue | 10% | 10% | 10% |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of Company’s Revenue - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations (Details) - Schedule of Company’s Revenue [Line Items] | |||
Net revenue, value | $ 20,860,708 | $ 21,474,188 | $ 23,948,515 |
Net revenue, percentage | 57.50% | 63.20% | 69.10% |
Company A [Member] | |||
Concentrations (Details) - Schedule of Company’s Revenue [Line Items] | |||
Net revenue, value | $ 7,548,954 | $ 8,093,618 | $ 9,611,739 |
Net revenue, percentage | 20.80% | 23.80% | 27.70% |
Company B [Member] | |||
Concentrations (Details) - Schedule of Company’s Revenue [Line Items] | |||
Net revenue, value | $ 5,332,493 | $ 5,911,995 | $ 6,636,377 |
Net revenue, percentage | 14.70% | 17.40% | 19.10% |
Company C [Member] | |||
Concentrations (Details) - Schedule of Company’s Revenue [Line Items] | |||
Net revenue, value | $ 3,051,057 | $ 3,294,297 | $ 3,559,424 |
Net revenue, percentage | 8.40% | 9.70% | 10.30% |
Company D [Member] | |||
Concentrations (Details) - Schedule of Company’s Revenue [Line Items] | |||
Net revenue, value | $ 4,928,204 | $ 4,174,278 | $ 4,140,975 |
Net revenue, percentage | 13.60% | 12.30% | 12% |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of Trade Receivable - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentrations (Details) - Schedule of Trade Receivable [Line Items] | ||
Account receivable, value | $ 2,751,037 | $ 2,294,992 |
Account receivable, percentage | 48.90% | 42.40% |
Company A [Member] | ||
Concentrations (Details) - Schedule of Trade Receivable [Line Items] | ||
Account receivable, value | $ 954,218 | $ 1,066,264 |
Account receivable, percentage | 16.90% | 19.70% |
Company B [Member] | ||
Concentrations (Details) - Schedule of Trade Receivable [Line Items] | ||
Account receivable, value | $ 1,083,965 | $ 672,314 |
Account receivable, percentage | 19.30% | 12.40% |
Company E [Member] | ||
Concentrations (Details) - Schedule of Trade Receivable [Line Items] | ||
Account receivable, value | $ 712,854 | $ 556,414 |
Account receivable, percentage | 12.70% | 10.30% |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of Operating Segment - Handshake [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations (Details) - Schedule of Operating Segment [Line Items] | |||
Revenue | $ 795,733 | $ 512,300 | $ 484,318 |
Cost of sales | (178,731) | (50,342) | (27,839) |
Gross profit | 617,002 | 461,958 | 456,479 |
Selling, distribution and administrative expenses | (583,424) | (523,858) | (407,753) |
Operating income (loss) | 33,578 | (61,900) | 48,726 |
Other income (expense) | 223 | 1,116 | (7,512) |
Foreign exchange gains | 423 | (1,514) | |
Finance costs | (86) | (1,648) | |
Net profit (loss) from discontinued operations | $ 34,138 | $ (62,432) | $ 39,700 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Assets and Liabilities Held for Sale - Handshake [Member] | Dec. 31, 2023 USD ($) |
Assets | |
Cash and cash equivalents | $ 28,642 |
Trade receivables | 158,216 |
Other current and non-current assets | 15,105 |
Assets held for sale | 201,963 |
Liabilities | |
Trade and other payables | (119,347) |
Other current and non-current liabilities | (11,529) |
Liabilities directly associated with assets held for sale | (130,876) |
Net assets directly associated with assets held for sale | $ 71,087 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of Cash Flow Components - Handshake [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations (Details) - Schedule of Cash Flow Components [Line Items] | |||
Net cash (outflows) inflows from operating activities | $ (53,693) | $ (91,127) | $ 149,186 |
Net cash from investing activities | |||
Net cash from financing activities | |||
Net (decrease) increase in cash and cash equivalents | (53,693) | (91,127) | 149,186 |
Cash and cash equivalents at beginning of year | 82,335 | 173,462 | 24,276 |
Cash and cash equivalents at the end of the year | $ 28,642 | $ 82,335 | $ 173,462 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Feb. 06, 2024 shares | Mar. 31, 2024 USD ($) | Mar. 31, 2024 THB (฿) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 THB (฿) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 THB (฿) shares | Mar. 31, 2024 THB (฿) | Mar. 28, 2024 USD ($) | Mar. 25, 2024 USD ($) | Dec. 31, 2023 THB (฿) | Jun. 22, 2022 USD ($) | Mar. 22, 2022 USD ($) | |
Subsequent Events (Details) [Line Items] | |||||||||||||
Ordinary shares (in Shares) | shares | 20,000 | 20,000 | |||||||||||
Repaid amount | $ 3,100,000 | ||||||||||||
Accrued interest | 200,000 | ||||||||||||
Tax refund amount | 900,000 | ฿ 29,188,153 | $ 1,600,000 | ฿ 56,107,574 | |||||||||
VAT amount | 100,166 | $ 118,125 | |||||||||||
Tax refunded amount | 160,000 | ฿ 5,400,000 | |||||||||||
Cash | $ 70,000 | ฿ 2,500,000 | $ 840,000 | $ 1,000,000 | |||||||||
Subsequents Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Purchase of agreement description | On February 6, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”), by and among the Company, Handshake Networking Limited (“Handshake”), and three Hong Kong residents (the “Purchasers”), in which the Company sold 510 ordinary shares of Handshake, representing 51% of the issued and outstanding share capital of the Handshake, to the Purchasers in exchange for (i) $510 Hong Kong dollars (approximately $65) and (ii) the cancellation of 1,091 ordinary shares of the Company beneficially owned by the Purchasers. As a result of this transaction, Handshake ceased to be a subsidiary of the Company. | ||||||||||||
Ordinary shares (in Shares) | shares | 510 | ||||||||||||
Issued rate | 51% | ||||||||||||
Forecast [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Repaid amount | $ 4 | $ 2.2 | |||||||||||
Tax refund amount | $ 600,000 | ฿ 22,000,000 | |||||||||||
Aggregate amount | 230,000 | ฿ 7,900,000 | |||||||||||
Underpayment taxes | 160,000 | ฿ 5,400,000 | |||||||||||
VAT amount | $ 70,000 | ฿ 2,500,000 |
Condensed Financial Informati_3
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Financial Position - Parent [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 15,751,630 | $ 332,617 |
Other receivables | 108,215 | 9,000 |
Amount due from related parties | 3,311,266 | 7,020,000 |
Goodwill | 411,862 | 2,679,445 |
Investment in subsidiaries | 10,158,381 | 14,915,920 |
Total assets | 29,741,354 | 24,956,982 |
Liabilities and equity | ||
Other payables and liabilities | 1,209,317 | |
Convertible note payable | 1,730,267 | |
Borrowings from related parties | 3,300,212 | 4,033,084 |
Total liabilities | 4,509,529 | 5,763,351 |
Equity | ||
Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued and outstanding 9,830,373 shares at December 31, 2023; par value $0.12* authorized 7,500,000 shares, issued and outstanding 1,618,977* shares at December 31, 2022 | 1,179,680 | 194,313 |
Subscription receivable | (50,000) | (50,000) |
Additional paid in capital | 80,983,164 | 46,231,302 |
Legal reserve | 223,500 | 223,500 |
Warrants reserve | 251,036 | 251,036 |
Accumulated deficit | (58,340,675) | (28,769,014) |
Accumulated other comprehensive income | 985,120 | 1,112,494 |
Capital & reserves attributable to equity holders of the Company | 25,231,825 | 19,193,631 |
Total liabilities and equity | $ 29,741,354 | $ 24,956,982 |
Condensed Financial Informati_4
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Financial Position (Parentheticals) - Parent [Member] - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Financial Position (Parentheticals) [Line Items] | |||
Common stock, par value (in Dollars per share) | [1] | $ 0.12 | $ 0.12 |
Common stock, shares authorized | [1] | 300,000,000 | 7,500,000 |
Ordinary shares, issued | [1] | 9,830,373 | 1,618,977 |
Ordinary shares ,outstanding | [1] | 9,830,373 | 1,618,977 |
[1] Giving retroactive effect to the 2023 share consolidation on January 31, 2023. |
Condensed Financial Informati_5
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Profit and Loss and Comprehensive Loss - Parent [member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Profit and Loss and Comprehensive Loss [Line Items] | |||
Revenue | |||
Cost of sales | |||
Gross margin | |||
Impairment of goodwill | (2,267,583) | ||
Stock-based compensation expense | (1,101,800) | ||
Administrative expenses | (2,931,064) | (4,042,981) | (1,861,520) |
Loss from operations | (6,300,447) | (4,042,981) | (1,861,520) |
Other income, net | 380,759 | 56,642 | 227,205 |
Finance cost | 8,420 | (315,750) | (99,470) |
Equity loss of subsidiaries | (23,660,393) | (14,262,705) | (3,748,142) |
Net loss attributable to equity holders of the Company | $ (29,571,661) | $ (18,564,794) | $ (5,481,927) |
Condensed Financial Informati_6
Condensed Financial Information of the Parent Company (Details) - Schedule of Statements of Cash Flows - Parent [member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (29,571,661) | $ (18,564,794) | $ (5,481,927) |
Stock-based compensation expense | 1,101,800 | 252,095 | |
Finance costs | 62,371 | 230,267 | |
Impairment of goodwill | 2,267,583 | ||
Equity loss from equity investments | 14,262,703 | 14,262,705 | 3,748,142 |
Other receivables, net | (99,215) | (3,167) | (5,833) |
Other payables and liabilities | 6,625,255 | (25,834,800) | (7,405,803) |
Net cash used in operating activities | (5,351,164) | (29,657,694) | (9,145,421) |
Financing activities | |||
Proceeds from issue of shares | 20,867,386 | 20,346,353 | 13,244,329 |
Proceeds from exercise of warrants | 506,693 | 3,014,710 | |
Proceeds from a convertible note | 1,500,000 | ||
Cash repayment for a convertible note | (554,238) | ||
Cash paid for the cancellation of fractional shares | (49,664) | ||
Net cash provided by financing activities | 20,770,177 | 24,860,063 | 13,244,329 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 15,419,013 | (4,796,631) | 4,098,908 |
Cash and cash equivalents at beginning of year | 332,617 | 5,129,248 | 1,030,340 |
Cash and cash equivalents at end of year | $ 15,751,630 | $ 332,617 | $ 5,129,248 |