UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F/A
Amendment No. 1
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to
___________
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
_________________________
Commission file number: 001-40848
GUARDFORCE AI CO., LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant’s Name Into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
10 Anson Road, #28-01 International Plaza, Singapore
079903
Tel: +65 6702 1179
(Address of Principal Executive Offices)
Lei Wang, CEO
+65 6702 1179
olivia.wang@guardforceai.com
10 Anson Road, #28-01 International Plaza, Singapore
079903
(Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
|
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange On
Which Registered |
|
Ordinary Shares,
par value $0.003 per share
|
|
GFAI |
|
The
Nasdaq Stock Market LLC |
|
Warrants,
No par value
|
|
GFAIW |
|
The
Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g)
of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the annual report (December 31, 2021): There were
21,201,842 shares of the registrant’s ordinary shares outstanding,
par value $0.003 per share.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer.
| Large
Accelerated Filer ☐ |
Accelerated
Filer ☐ |
Non-Accelerated
Filer ☒ |
Emerging
growth company ☒ |
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if
the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report. ☐
Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this
filing:
| U.S.
GAAP ☐ |
|
International
Financial Reporting ☒ |
|
Other
☐ |
| |
|
Standards
as issued by the International |
|
|
| |
|
Accounting
Standards Board |
|
|
If “Other” has been checked in response to the previous question,
indicate by check mark which financial statement item the
registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes ☐ No ☒
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the
Annual Report on Form 20-F of Guardforce AI Co., Limited (the
“Company”) for the year ended December 31, 2021, which was filed
with the Securities and Exchange Commission on March 31, 2022 (the
“Original Filing”).
The Company is filing this Amendment solely for the purpose of
updating the disclosure in Item 16G of Part II of the Original
Filing. In accordance with Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Item 16G of Part II of the Original Filing is hereby amended and
restated in its entirety. In addition, pursuant to Rule 12b-15
under the Exchange Act, the Company is including new certifications
by the Company’s principal executive officer and principal
financial officer as exhibits to this Amendment pursuant to Rule
13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C. 1350).
Except as described above or as otherwise expressly provided by the
terms of this Amendment, no other changes have been made to the
Original Filing. Except as otherwise indicated herein, this
Amendment continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosures contained therein
to reflect any events that occurred subsequent to the date of the
Original Filing.
ITEM 16G. CORPORATE
GOVERNANCE
We are incorporated in the Cayman Islands and our corporate
governance practices are governed by applicable laws of the Cayman
Islands and our memorandum and articles of association. In
addition, because our ordinary shares and warrants are listed on
the Nasdaq Stock Market, or Nasdaq, we are subject to Nasdaq’s
corporate governance requirements.
For the fiscal year ended December 31, 2021, we were a “controlled
company” within the meaning of the Nasdaq Listing Rules, where more
than 50% of the voting power of our securities for the election of
directors was held by an individual, group or another company and,
as a result, qualified for and relied on exemptions from certain
Nasdaq corporate governance requirements, including, without
limitation (i) the requirement that to hold an annual meeting of
shareholders no later than one year after the end of its fiscal
year; (ii) the requirement that the compensation of our officers be
determined or recommended to our board of directors by a
compensation committee that is comprised solely of independent
directors, and (iii) the requirement that director nominees be
selected or recommended to the board of directors by a majority of
independent directors or a nominating and corporate governance
committee comprised solely of independent directors. Since we
relied on the “controlled company” exemption, we were not required
to have either a compensation committee or a nominating and
corporate governance committee composed solely of independent
directors.
On January 20, 2022, we ceased to be a “controlled company” under
the rules of Nasdaq. However, as a foreign private issuer, Nasdaq
Listing Rule 5615(a)(3) permits us to follow home country practices
in lieu of certain requirements of Listing Rule 5600, provided that
we disclose in our annual report filed with the SEC each
requirement of Rule 5600 that we do not follow and describe the
home country practice followed in lieu of such requirement.
We are currently following some Cayman Islands corporate governance
practices in lieu of Nasdaq corporate governance listing standards
as follows:
|
● |
We are currently
following Cayman Islands corporate governance practice in lieu of
Nasdaq Rule 5605(d)(2), which requires a compensation committee to
compose entirely of independent directors. Mr. Terence Wing Khai
Yap, our Chairman and Ms. Lei Wang, our Executive Director, serve
as non-independent directors in the compensation
committee. |
|
● |
We are currently
following Cayman Islands corporate governance practice in lieu of
Nasdaq Rule 5605(e)(1)(B), which requires a nominating and
corporate governance committee to compose entirely of independent
directors. Mr. Terence Wing Khai Yap, our Chairman and Ms. Lei
Wang, our Executive Director, serve as non-independent directors in
our nominating and corporate governance committee. |
|
● |
We are currently
following Cayman Islands corporate governance practice in lieu of
Nasdaq Rule 5635(a), which requires shareholder approval prior to
the issuance of securities in connection with the acquisition of
the stock or assets of another company in certain
circumstances. |
|
● |
We are currently
following Cayman Islands corporate governance practice in lieu of
Nasdaq Rule 5635(c), which requires shareholder approval for the
establishment of or any material amendments to equity compensation
or purchase plans or other equity compensation
arrangements. |
|
● |
We are currently
following Cayman Islands corporate governance practice in lieu of
Nasdaq Rule 5635(d), which requires shareholder approval in order
to enter into any transaction, other than a public offering,
involving the sale, issuance or potential issuance by the Company
of ordinary shares (or securities convertible into or exercisable
for ordinary shares) equal to 20% or more of the outstanding share
capital of the Company or 20% or more of the voting power
outstanding before the issuance for less than the greater of book
or market value of the ordinary shares. |
Our Cayman Islands counsel has provided relevant letters to Nasdaq
certifying that under Cayman Islands law, we are not required to
seek shareholders’ approval in the above circumstances.
ITEM 19. EXHIBITS
| |
* |
Filed
herewith. |
| |
** |
Furnished
herewith. |
SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this Amendment No. 1 to the
annual report on its behalf.
| |
GUARDFORCE
AI CO., LIMITED |
| |
|
| |
By: |
/s/
Lei Wang |
| |
Name: |
Lei
Wang |
| |
Title: |
Chief
Executive Officer |
Date: April 14, 2022
3
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