Global Arena Holding, Inc. 8-K

What Happened
Global Arena Holding, Inc. filed an 8‑K reporting that on February 26, 2026 it entered into an Asset Purchase Agreement (the “2026 Easterly APA”) to sell its U.S. technology‑enabled paper absentee, mail ballot and online election services business to GES Acquisition Corp. The sellers are the Company and Global Election Services, Inc. Consideration includes assumption of certain liabilities, $2,400,000 cash to Global Election Services, and issuance to the Company of 2,571,428 shares of GES Acquisition common stock. The parties terminated a prior July 1, 2025 APA on February 25, 2026.

Key Details

• Purchase consideration: GES Acquisition will assume specified liabilities, pay $2,400,000 in cash to GE Services at closing, and issue 2,571,428 shares of its common stock to the Company.
• Series A preferred issuance and subscription: GES Acquisition will designate 6,000,000 shares of Series A convertible preferred stock and issue/sell them to Easterly CV VI LLC for a total subscription price of $5,625,000 (at $0.9375 per share). $1,920,000 of that amount will be satisfied by forgiveness of previously funded amounts to Sellers.
• Previously Funded Amounts: $1,920,000 previously advanced by Easterly (breakdown: $1,153,555 to creditors; $331,835 for software; $374,610 reimbursed; $60,000 held) will be deemed repaid upon issuance of 2,048,000 Series A shares to Easterly.
• Management and governance: GES Acquisition will enter employment agreements with John S. Matthews (to serve as CEO) and Kathryn Weisbeck (executive officer); Darrell Crate is named as a director; GES Acquisition’s initial board will include Matthews and up to two others. Immediately after closing, one GES common share held by Matthews will be redeemed for $1.00.
• Closing & protections: Closing is conditioned on customary items including Company stockholder approval and required consents, with an outside date of April 30, 2026. The APA contains mutual indemnities (claims must exceed $100,000) and a cap on non‑fraud claims of $1.375 million.

Why It Matters
This 8‑K documents a material asset sale that would transfer Global Arena’s election services business to a newly capitalized GES Acquisition, with a mix of cash, assumed liabilities and equity consideration. For investors, the filing signals a potential shift in the Company’s core operations and ownership exposure to GES Acquisition’s equity. The stockholder approval requirement and the April 30, 2026 outside date are key near‑term milestones to watch. Separately, the Company amended the rights of its Series A convertible preferred stock (filed Feb. 27, 2026), setting conversion mechanics, a 4.99% beneficial ownership limit, transfer restrictions, and an annual increase to stated value — terms that may affect dilution and conversion timing for holders.