Global Arena Holding, Inc.

ITEM 1A. RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this Annual Report on Form 10-K for the year ended December 31, 2024. Investing in our common shares is speculative and involves a high degree of risk. We may face additional risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or financial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer. The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See also Cautionary Statement Regarding Forward-Looking Statements in this Annual Report. The following discussion should be read in conjunction with the Financial Statements and Not applicable to a smaller reporting company.es.

The pending sale of substantially all of the operating assets of our subsidiary has certain risks.

On July 1, 2025, we entered into an Asset Purchase Agreement (the APA) with GES Acquisition Corp., Easterly, and related parties, pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets of our wholly owned subsidiary, GES, relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election services business (the GES Business). We do not intend to continue operating the GES Business following the closing of the transaction. As a result, upon completion of the transaction, our future operations and financial condition will be entirely dependent on the net proceeds from the sale, our ability to manage retained assets and liabilities, and our success in identifying and pursuing new business opportunities, if any.

The transaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES debt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There can be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be completed on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing the anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation, dissolution, or other strategic alternatives under unfavorable conditions.

There are risks related to indemnification and post-closing obligations following the sale of the GES Business.

Under the APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including those related to excluded assets and liabilities and breaches of our representations, warranties, or covenants. These indemnification obligations are subject to specified thresholds and caps, including a $100,000 minimum claims threshold and an aggregate cap of $1.375 million for non-fraud claims, but could nevertheless result in material payments by us.

Because we will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund these potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds or other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders. In addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims are ultimately resolved in our favor.

If or when the APA closes, we will not continue operations of the GES business.

Following the completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained benefit plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective time of the APA. These retained liabilities may require us to expend a portion of the sale proceeds or other resources, reducing the funds available for other uses.

The value of the consideration we expect to receivecomprising $2.3 million in cash (a portion of which will be used to repay debt and expenses at closing), equity in GES Acquisition Corp., forgiveness of $1.125 million of debt owed to Easterly to be satisfied through the issuance of 1,200,000 shares of Series A Stock, and the benefits of a $2.2 million credit facilitymay be less than anticipated or may not be readily convertible into cash. The value of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and outside our control.

Given that we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited, and our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are unable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our stock price and overall value could be materially and adversely affected.

You could lose your entire investment.

Our securities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss of the entire investment.

Our auditors have raised substantial doubt about our ability to continue as a going concern.

We do not have sufficient working capital necessary to pursue its business objectives, our auditors have expressed their opinion that we may fail in the future if we do not generate revenue and profits in the near future. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating. In addition, certain of the Companys debt is in default as of December 31, 2024. These factors raise substantial doubt about the Companys ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital through equity and/or debt offerings, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

To continue as a going concern, we will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by seeking equity and/or debt financing sufficient to meet our minimal operating expenses and for specific project financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

The sale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.

The future sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly and negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we may engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner could negatively affect the market price of our common shares.

We do not intend to pay cash dividends on our common shares in the foreseeable future.

Any payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.

Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.

Performance in the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable market and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.

Our subsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.

All aspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who have substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry, its ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively affect their operations.

We depend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt our business operations.

We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could incur interruptions from cyber security attacks, computer viruses or malware, or that third party service providers could cause a breach of our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of sensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.

Risk management processes may not fully mitigate exposure to the various risks that we face, including individual market risk, for our subsidiaries.

Our subsidiary continues to refine its risk management techniques, strategies and assessment methods on an ongoing basis. However, risk management techniques and strategies, may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk. Our subsidiary might fail to identify or anticipate particular risks that our systems are capable of identifying, or the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Any failures in their risk management techniques and strategies to accurately quantify their risk exposure could limit our ability to manage risks. In addition, any risk management failures could cause our losses to be significantly greater than the historical measures indicate. Further, our risk modeling cannot take all risks into account.

We rely on our officers and the officers of our subsidiary companies in the execution of our business plan, and we would be adversely impacted if they were to become unavailable to us.

We believe that our ability to execute our business strategy will depend to a significant extent upon the efforts and abilities of John S. Matthews (our CEO, CFO, and Chairman), and the officers of our subsidiary company Maralin Falik, and Kathryn Weisbeck. If any of our officers were to become unavailable to us, our operations would be adversely affected.

Our ability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.

Our subsidiary faces intense competition for qualified employees from other businesses in the elections industry, and the performance of our subsidiary may suffer to the extent we are unable to attract and retain employees effectively, particularly given the relatively small size of our company and our employee base compared to some of our competitors.

We may suffer losses if our reputation is harmed.

Our subsidiarys ability to attract and retain clients and employees may be diminished to the extent our reputation is damaged. If we fail, or are perceived to fail, to address various issues that may give rise to reputational risk, we could harm our business prospects. These issues include, but are not limited to, appropriately dealing with market dynamics potential conflicts of interest, legal and regulatory requirements, ethical issues, customer privacy, record-keeping, sales practices, and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products and services. Failure to appropriately address these issues could give rise to loss of existing or future business, financial loss, and legal or regulatory liability, including complaints, claims and enforcement proceedings against us, which could, in turn, subject us to fines, judgments and other penalties.

The application of the penny stock rules to our common shares could limit the trading and liquidity of the common shares, adversely affect the market price of our common shares and increase your transaction costs to sell those common shares (upon conversion, if any, of the Series A Preferred Shares.

As long as the trading price of our common shares is below $5.00 per common share, the open-market trading of our common shares will be subject to the penny stock rules, unless we otherwise qualify for an exemption from the penny stock definition. The penny stock rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors as defined in SEC Rule 501(a). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive the purchasers written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common shares, reducing the liquidity of an investment in our common shares and increasing the transaction costs for sales and purchases of our common shares as compared to other securities.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, stockholders could lose confidence in our financial reporting which would have an adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accompanying these critical functions. We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our companys internal controls over financial reporting. Because we are neither a large accelerated filer nor an accelerated filer as defined under SEC Rule 12b-2, we are not required to have the registered public accounting firm that prepares or issues our audit report to attest to or report on such management assessment. Although we intend to augment our internal controls procedures and expand our accounting staff, we cannot guarantee that this will occur or that such augmentation and expansion will be sufficient.

During the course of our testing, we may identify deficiencies, which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time; we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.

Our subsidiary election business is subject to complex and evolving U.S. and foreign election laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

Our election subsidiary is subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including requirements and certification for hardware and software, user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. Similarly, there have been several recent legislative, and certification guidelines in the United States, at both the federal and state level, that would impose new obligations in. the administration of elections. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.