Guardforce AI (NASDAQ: GFAI) closes MGAI deal, adding AI speech-therapy unit
Rhea-AI Filing Summary
Guardforce AI Co., Limited has completed the acquisition of 100% of MGAI Limited, gaining indirect majority control of Shenzhen Muyan Education Technology Consulting. The total purchase price is US$300,000 in cash plus 5,000,000 restricted ordinary shares of Guardforce AI.
The shares are subject to performance-based vesting tied to cumulative revenue at Muyan Education through fiscal 2028, with targets of US$0.5 million in 2026, US$1 million in 2027, and US$1.5 million in 2028 against a US$3 million goal and potential bonus shares. MGAI brings AI-driven speech therapy and rehabilitation solutions, leveraging a large pediatric language database and a network that has served over 110,000 patients and 20,000 rehabilitation specialists.
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Insights
Small cash, large stock-based, earn-out style deal aligns risk with MGAI’s AI growth.
Guardforce AI is buying MGAI for US$300,000 in cash plus 5,000,000 restricted shares, with vesting tied to revenue at the Chinese speech-therapy subsidiary through 2028. This structure limits immediate cash use while tying most value to operating performance.
The revenue milestones of US$0.5 million, US$1 million, and US$1.5 million reflect a step-up toward a US$3 million cumulative target, in a market study cited at 7.5% CAGR. Unvested and forfeitable shares, plus non-transferability and lack of economic rights before vesting, reduce downside if execution lags.
Strategically, MGAI adds a specialized AI healthcare vertical leveraging a large pediatric language database and China-wide network. Actual impact will depend on meeting those revenue milestones and sustaining Mr. Shang’s service over at least three years, both explicitly required for full share vesting.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, March 2026
Commission File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation of registrant’s name into English)
10 Anson Road, #28-01 International Plaza
Singapore 079903
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Entry into a Material Definitive Agreement
On February 26, 2026, Guardforce AI Co., Limited (the “Company” or “Purchaser I”), a Cayman Islands company, and GFAI Robot Service (Hong Kong) Limited (“Purchaser II”), a Hong Kong subsidiary of the Company (collectively with the Company, the “Purchasers”), entered into a Sale and Purchase Agreement (the “Agreement”) with All AI Co., Limited (the “Vendor”), a British Virgin Islands company, to acquire all of the issued and outstanding share capital of MGAI Limited (“MGAI”), a private company limited by shares incorporated in Hong Kong. The Agreement is governed by and construed in accordance with the laws of Hong Kong, and all disputes shall be under the exclusive jurisdiction of the Hong Kong courts. On February 26, 2026, the Board of Directors of the Company duly approved the Agreement and the transactions contemplated thereby.
Pursuant to the Agreement, the Purchasers will acquire 10,000 ordinary shares representing all of the issued shares in the capital of MGAI (the “Sale Shares”) from the Vendor, free and clear of all encumbrances. The acquisition will include, among other things, MGAI’s 61.8489% equity interest in Shenzhen Muyan Education Technology Consulting Co., Ltd. (the “Subsidiary”), a company organized under the laws of the People’s Republic of China.
The total consideration payable for the Sale Shares consists of: (i) Cash Amount: US$300,000 in cash, payable in full by Purchaser II at the closing of the transaction (the “Completion”); and (ii) Consideration Shares: 5,000,000 restricted ordinary shares of par value US$0.12 each of Purchaser I, to be allotted and issued to the Vendor in uncertified, book-entry form at Completion.
The Consideration Shares will be issued as “Restricted Securities” under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to a mandatory six-month holding period under Rule 144. The certificates representing the Consideration Shares shall bear a restrictive legend and stop-transfer instructions shall be placed with the Company’s transfer agent.
The Consideration Shares shall vest and become eligible for release in accordance with the following performance-based vesting schedule, contingent upon the achievement by the Subsidiary of certain annual revenue targets:
| ● | Tranche 1 (30%): 1,500,000 Consideration Shares shall vest upon the Subsidiary achieving annual revenue of at least US$500,000 during Fiscal Year 2026. |
| ● | Tranche 2 (30%): 1,500,000 Consideration Shares shall vest upon the Subsidiary achieving annual revenue of at least US$1,000,000 during Fiscal Year 2027. |
| ● | Tranche 3 (40%): 2,000,000 Consideration Shares shall vest upon the Subsidiary achieving annual revenue of at least US$1,500,000 during Fiscal Year 2028. |
Annual revenue shall be determined in accordance with IFRS, and any Consideration Shares that remain unvested at the conclusion of Fiscal Year 2028 shall be automatically forfeited without compensation.
Unvested Consideration Shares shall be deferred until the Review Date at the end of Fiscal Year 2028, when the Vendor’s total entitlement shall be calculated based on cumulative revenue achieved relative to the US$3,000,000 target, subject to a cap of 5,000,000 shares. If cumulative revenue exceeds the target, the Vendor shall be entitled to additional Bonus Shares, issued as Restricted Securities within one month of the Review Date.
Vesting is contingent upon Mr. Shang Xiaonan’s continuous service as a director of MGAI; voluntary resignation or removal for cause results in forfeiture of unvested shares and Bonus Share rights. Unvested Consideration Shares are non-transferable, carry no economic rights, and the Vendor shall irrevocably appoint Purchaser I as proxy for voting purposes.
The Vendor shall procure the transfer of all Group Intellectual Property to the Purchasers at Completion, and the Purchasers shall thereafter have exclusive rights to use and enforce such intellectual property.
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The Agreement contains customary representations and warranties from the Vendor regarding, among other things, organizational matters, authority, title to the Sale Shares, compliance with laws, taxation, litigation, intellectual property, and data protection. The Vendor shall indemnify the Purchasers and the Group Entities for any losses arising from any breach of the representations and warranties, which shall survive Completion and continue in effect for a period of three years following the closing date.
The Vendor shall indemnify the Purchasers for all pre-Completion taxes and liabilities of any Group Entity not already reflected in the Company’s accounts. The Vendor shall procure Mr. Shang Xiaonan to serve as a director of MGAI for at least three years following Completion.
Either party may terminate the Agreement upon the occurrence of certain events, including a material breach by the other party that remains unremedied for thirty days after written notice, or certain insolvency-related events affecting the other party. The Purchasers may also terminate if any material adverse effect occurs or is discovered after the Accounts Date and prior to Completion that causes any Group Entity to incur material liabilities or that would materially impair the Purchasers' commercial purpose and objectives.
This report on Form 6-K is incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective by the Securities and Exchange Commission (the “Commission”) on January 5, 2022; (ii) the prospectus dated February 9, 2022 contained in the Company’s registration statement on Form F-3 (SEC File No. 333-262441) declared effective by the Commission on February 9, 2022; (iii) the prospectus contained in the Company’s Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (SEC File No. 333-258054) declared effective by the Commission on June 14, 2022; and (iv) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24, 2025
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Sale and Purchase Agreement among Guardforce AI Co., Limited, All AI Co., Limited and GFAI Robot Service (Hong Kong) Limited, dated February 26, 2026 | |
| 99.1 | Press Release titled “Guardforce AI Announces Closing of Strategic Acquisition of MGAI; Establishes AI Revenue Roadmap and Vertical Expansion of Agentic AI Platform,” dated March 17, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 18, 2026 | Guardforce AI Co., Limited | |
| By: | /s/ Lei Wang | |
| Lei Wang | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Guardforce AI Announces Closing of Strategic Acquisition of MGAI;
Establishes AI Revenue Roadmap and Vertical Expansion of Agentic AI Platform
NEW YORK, March 17, 2026 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an AI-driven technology company providing Agentic AI smart solutions in automation, robotics, and secured logistics, today announced it has completed the acquisition of 100% of the issued share capital of MGAI Limited (“MGAI”), a Hong Kong-incorporated holding company.
MGAI holds approximately 61.85% of the equity interest in Shenzhen Muyan Education Technology Consulting Co., Ltd. (“Muyan Education”), MGAI’s principal operating entity. Through this acquisition, Guardforce AI secured indirect majority control of Muyan Education.
The acquisition accelerates Guardforce AI’s AI revenue growth and reinforces the Company’s long-term strategy of commercializing domain-specific AI agents across scalable service industries.
Strategic Importance and Synergies
MGAI is a pioneer in AI-driven solutions for speech therapy and rehabilitation, offering a comprehensive ecosystem that integrates proprietary AI-supported software, cloud-based SaaS tools, professional training systems, and integrated hardware solutions. Leveraging one of China’s largest domestic databases for pediatric language development, this ecosystem supports a vast network of hospitals, educational institutions, and healthcare professionals. To date, its mainland China subsidiary, Muyan Education, has served over 110,000 patients and maintains a registry of more than 20,000 rehabilitation specialists.
The acquisition of MGAI strengthens Guardforce AI’s position as an emerging leader in applied AI solutions across Asia with multiple benefits including:
| · | Deep Domain Expertise. Extensive operational experience in child behavior, language-development assessment and specialized rehabilitation. |
| · | Proven AI Capability. Access to a deployed, LLM-based AI application platform, including professionally built speech-therapy AI tools, significantly reducing time-to-market for future AI deployments. |
| · | Cross-Border Growth Expansion. Establishing a scalable regional healthcare AI platform to deliver high-standard services across Hong Kong, Singapore, Taiwan, and broader Southeast Asia. |
Market Opportunity and Measurable Revenue Milestones
According to a research study conducted by Nova Growth Analytics, China’s children’s speech and language therapy market is estimated to grow at a compound annual growth rate (CAGR) of 7.5 percent, from approximately $1.2 billion in 2024 to about $2.14 billion in 2033. Recent data in this same study indicates that cities with populations exceeding one million have experienced a CAGR of approximately 12 percent in speech therapy service utilization over the past five years. This trend is largely attributable to improved healthcare infrastructure, higher parental education levels, and increased recognition of early intervention benefits.
To capture this growth, MGAI is targeting a revenue trajectory under an agreed performance framework as follows:
2026: US$0.5 million
2027: US$1 million
2028: US$1.5 million
These targets reflect an anticipated expansion of AI-enabled services, cross-border market penetration in Southeast Asia, and the digital scaling of professional rehabilitation expertise. For Guardforce AI, these milestones represent a credible, predictable, and transparent pathway toward establishing a foundation of recurring, high-margin AI-driven income over a multi-year horizon.
“This transaction marks a pivotal shift for Guardforce AI as we transition our AI Agent platform into a measurable, recurring revenue engine,” said Chairwoman and CEO Lei (Olivia) Wang. “By integrating MGAI’s specialized distribution network and proven AI tools, we are executing a disciplined approach to growth. This acquisition is structured to maintain prudent capital allocation, minimizing upfront risk while aligning long-term value creation with operational execution.
“We are not just expanding our footprint; we are building a dependable foundation for shareholder value through the vertical monetization of Agentic AI.”
The transaction consideration consists of cash and restricted ordinary shares of Guardforce AI, with a total purchase price of US$300,000 in cash and 5 million restricted ordinary shares. The shares are subject to performance-based vesting tied to revenue milestones through 2028, a structure that minimizes upfront cash outlay while aligning value creation with operational execution.
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About Guardforce AI Co., Ltd.
Guardforce AI (Nasdaq: GFAI, GFAIW) is an AI-driven technology company with a solid operational foundation in the cash logistics and retail sectors. Through its proprietary Intelligent Cloud Platform (ICP), Guardforce AI delivers next generation smart solutions and AI applications spanning cash management, retail automation, robotics, and Agentic AI. Expanding into areas such as travel planning, the Company is demonstrating how scalable AI can drive industry transformation, balancing stable, recurring revenues with high-growth, future-ready innovations. For more information, visit www.guardforceai.com Twitter: @Guardforceai.
Safe Harbor Statement
This press release contains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks described in our registration statements and reports under the heading “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether because of new information, future events or otherwise.
Guardforce AI Corporate Communications
Hu Yu
Email: yu.hu@guardforceai.com
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President Office: (646) 893-5835
Email: guardforceai@skylineccg.com
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FAQ
What company did Guardforce AI (GFAI) acquire in this 6-K filing?
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Why is MGAI strategically important to Guardforce AI (GFAI)?
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Filing Exhibits & Attachments
2 documents