Global Arena Holding, Inc. (the “Company”) filed an 8-K on October 2, 2026, announcing an amendment to its previously signed agreement to sell its election services business. The Company, along with its wholly owned subsidiary Global Election Services, Inc., entered into an Amended and Restated Asset Purchase Agreement (the “A&R 2026 Easterly APA”) with GES Acquisition Corp. and Easterly CV VI LLC.
Under the terms of the agreement, the Sellers will transfer all rights, title, and interest in their U.S. business for providing technology-enabled paper absentee, mail ballot, and online election services to GES Acquisition. The transaction includes identified tangible and intangible property, contracts, intellectual property, and goodwill, but excludes cash and cash equivalents, tax returns, and employment agreements.
Consideration for the transaction will be structured as follows: GES Acquisition will assume Assumed Liabilities, pay $1,420,000 in cash to GE Services at closing, and issue 1,841,761 shares of GES Acquisition common stock to the Company. Additionally, previously funded amounts totaling $3,196,000, plus accrued interest of $432,525, will be forgiven at closing.
Key actions prior to the closing include GES Acquisition designating 6,729,668 shares of its preferred stock as Series A convertible preferred stock to be issued to affiliates of Easterly. At the closing, GES Acquisition will enter into employment agreements with Company Chief Executive Officer John Matthews and executive officer Kathryn Weisbeck, and will establish a revolving credit facility with Easterly with a principal balance cap of $400,000.
The transaction is subject to standard closing conditions, including receipt of Company stockholder approval and required governmental consents. It is also subject to a termination clause if the deal does not close by December 2, 2026.
