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SEC Comment Letter for Guardforce AI Co., Ltd. (GFAI, GFAIW, GRDAF) (CIK 0001804469) (GFAI) — Jul 5, 2022

Guardforce AI Co., Ltd. (GFAI, GFAIW, GRDAF) (CIK 0001804469)
Date: July 5, 2022 · CIK: 0001804469 · Accession: 0000000000-22-007110

AI Filing Summary & Sentiment

File numbers found in text: 001-40848

Date
July 5, 2022
Author
Not clearly detected
Form
UPLOAD
Company
Guardforce AI Co., Ltd. (GFAI, GFAIW, GRDAF) (CIK 0001804469)

Letter

United States securities and exchange commission logo July 5, 2022 Lei Wang Chief Executive Officer Guardforce AI Co., Ltd. 10 Anson Road, #28-01 International Plaza Singapore 079903 Re:Guardforce AI Co., Ltd. Form 20-F for Fiscal Year Ended December 31, 2021 Filed April 1, 2022 File No. 001-40848 Dear Ms. Wang: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments.

Form 20-F for Fiscal Year Ended December 31, 2021 Report of Independent Registered Public Accounting Firm, page F-2 1.Please make arrangements for your auditors to revise their audit report to reference: •International Financial Reporting Standards as issued by the International Accounting Standards Board and •the standards of the Public Company Accounting Oversight Board (United States), rather than just their auditing standards. Refer to PCAOB Auditing Standard 3101 and Rule 1-02(d) of Regulation S-X. It also appears that in the sixth paragraph of the audit report that: •the reference to Note 1 should be to Note 2 and •the reference to negative cash flows from operating activities is inconsistent with your cash inflows from operating activities for each of the three years ended December 31, 2021 shown in your statements of cash flows on page F-9. Finally, it appears that the net loss for the year ended December 31, 2021 referenced in the

FirstName LastNameLei Wang Comapany NameGuardforce AI Co., Ltd. July 5, 2022 Page 2 FirstName LastName Lei Wang Guardforce AI Co., Ltd. July 5, 2022 Page 2 eighth paragraph differs from the net loss presented in your statements of profit and loss on page F-6. Once your auditors have corrected all of these discrepancies in their report, please file an amended Form 20-F. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at 202-551-3769 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
July 5, 2022
Lei Wang
Chief Executive Officer
Guardforce AI Co., Ltd.
10 Anson Road, #28-01 International Plaza
Singapore 079903
Re:Guardforce AI Co., Ltd.
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 1, 2022
File No. 001-40848
Dear Ms. Wang:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.

Form 20-F for Fiscal Year Ended December 31, 2021
Report of Independent Registered Public Accounting Firm, page F-2
1.Please make arrangements for your auditors to revise their audit report to reference:
•International Financial Reporting Standards as issued by the International Accounting
Standards Board and
•the standards of the Public Company Accounting Oversight Board (United States),
rather than just their auditing standards.  Refer to PCAOB Auditing Standard 3101
and Rule 1-02(d) of Regulation S-X.
It also appears that in the sixth paragraph of the audit report that:
•the reference to Note 1 should be to Note 2 and
•the reference to negative cash flows from operating activities is inconsistent with
your cash inflows from operating activities for each of the three years ended
December 31, 2021 shown in your statements of cash flows on page F-9.
Finally, it appears that the net loss for the year ended December 31, 2021 referenced in the

 FirstName LastNameLei Wang
 Comapany NameGuardforce AI Co., Ltd.
 July 5, 2022 Page 2
 FirstName LastName
Lei Wang
Guardforce AI Co., Ltd.
July 5, 2022
Page 2
eighth paragraph differs from the net loss presented in your statements of profit and loss
on page F-6.  Once your auditors have corrected all of these discrepancies in their report,
please file an amended Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at 202-551-3769 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services