Global Arena Holding, Inc.: amends asset sale to GES Acquisition

What happened Global Arena Holding, Inc. and its wholly owned subsidiary Global Election Services, Inc. entered into an Amended and Restated Asset Purchase Agreement (the "A&R 2026 Easterly APA") on Oct 2, 2026, amending and restating an earlier Feb 26, 2026 agreement. Under the A&R 2026 Easterly APA the Sellers agreed to sell to GES Acquisition Corp. all of their right, title and interest in the Sellers’ business of providing technology-enabled paper absentee, mail ballot and online election services in the U.S. and related assets, subject to excluded assets. The filing describes the purchase consideration, pre-closing and closing actions, previously funded amounts, closing conditions and mutual indemnification terms.

Key details

• Consideration: GES Acquisition will assume the Assumed Liabilities; Easterly will pay $1,420,000 in cash to Global Election Services, Inc. on behalf of GES Acquisition at closing; and GES Acquisition will issue 1,841,761 shares of its common stock to Global Arena Holding, Inc.
• Previously funded amounts: Easterly previously funded $3,196,000 to the Sellers plus accrued interest of $432,525 as of Oct 2, 2026. At closing those Previously Funded Amounts will be deemed forgiven and satisfied in full.
• Pre-closing actions: GES Acquisition will designate 6,729,668 shares as Series A convertible preferred stock and issue 495,547 shares to Easterly Asset Management Holdings LLC and 6,234,121 shares to Easterly at $0.00001 per share; GES Acquisition will redeem the one share of common stock held by John Matthews for $1.00.
• Closing conditions and other terms: closing is subject to Company stockholder approval, required governmental consents and other standard conditions and must occur by Dec 2, 2026 or the agreement may be terminated; mutual indemnification applies with indemnification claims required to exceed $100,000 and total liability for non-fraud claims capped at $1,375,000; at closing GES Acquisition expects to enter employment agreements with John Matthews and Kathryn Weisbeck, name Darrell Crate as a director, have a board comprising Mr. Matthews and no more than two others, and enter a revolving credit facility with Easterly with aggregate loans not to exceed $400,000.

Why it may matter

• Item reported: Item 1.01 — entry into a material definitive agreement. The filing covers the amended and restated asset purchase agreement under which the company and its subsidiary agreed to sell the U.S. election services business and related assets to GES Acquisition under the terms described above. This filing does not show why the insider traded or why the company acted.