{"url_path":"/sec/cik-0001138724/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","accession_number":"0001493152-26-037140","cik":"0001138724","ticker":null,"issuer_name":"Global Arena Holding, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1138724/0001493152-26-037140-index.html","primary_entity_key":"0001138724","primary_entity_name":"Global Arena Holding, Inc."},"word_count":3118,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS**\n\n \n\n*You\nshould carefully review and consider the following risk factors and the other information contained in this Annual Report on Form 10-K\nfor the year ended December 31, 2025. Investing in our common shares is speculative and involves a high degree of risk. We may face additional\nrisks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or\nfinancial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer.\nThe risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in\nthese forward-looking statements. See also “Cautionary Statement Regarding Forward-Looking Statements” in this Annual Report.\nThe following discussion should be read in conjunction with the Financial Statements and Notes.*\n\n \n\n**The\npending sale of substantially all of the operating assets of our subsidiary has certain risks.**\n\n \n\nOn\nFebruary 26, 2026, we entered into an Asset Purchase Agreement (the “2026 Easterly APA”) with GES, GES Acquisition Corp. and Easterly, pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets\nof our wholly owned subsidiary, GES, relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election\nservices business (the “GES Business”). We do not intend to continue operating the GES Business following the closing of\nthe transaction. As a result, upon completion of the transaction, our future operations and financial condition will be entirely\ndependent on the net proceeds from the sale, our ability to manage retained assets and liabilities, and our success in identifying\nand pursuing new business opportunities, if any.\n\n \n\nThe\ntransaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES\ndebt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There\ncan be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be\ncompleted on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing\nthe anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation,\ndissolution, or other strategic alternatives under unfavorable conditions.\n\n \n\nSee “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent\nDevelopments.”\n\n \n\n**There\nare risks related to indemnification and post-closing obligations following the sale of the GES Business.**\n\n \n\nUnder\nthe 2026 Easterly APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including\nthose related to excluded assets and liabilities and breaches of our representations, warranties, or covenants. These\nindemnification obligations are subject to specified thresholds and caps, including a $100,000 minimum claims threshold and an\naggregate cap of $1.375 million for non-fraud claims, but could nevertheless result in material payments by us.\n\n \n\nBecause\nwe will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund\nthese potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds\nor other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders.\nIn addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims\nare ultimately resolved in our favor.\n\n \n\nSee\n“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”\n\n \n\n**If\nor when the 2026 Easterly APA closes, we will not continue operations of the GES business.**\n\n \n\nFollowing\nthe completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained\nbenefit plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective\ntime of the 2026 Easterly APA. These retained liabilities may require us to expend a portion of the sale proceeds or other\nresources, reducing the funds available for other uses.\n\n \n\nThe\nvalue of the consideration we expect to receive—comprising $2.4 million in cash at closing (a portion of which will be used\nto satisfy transaction expenses and repay debt), 2,571,428 shares of GES Acquisition Corp. common stock, and the forgiveness of\n$1.92 million of debt owed to Easterly in connection with Easterly’s purchase of shares of GES Acquisition Corp. Series A\npreferred stock—may be less than anticipated or may not be readily convertible into\ncash. The value of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and\noutside our control.\n\n \n\nGiven\nthat we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited,\nand our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are\nunable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our\nstock price and overall value could be materially and adversely affected.\n\n \n\nSee “Item 7. Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”\n\n \n\n9\n\n \n\n \n\n**You\ncould lose your entire investment.**\n\n \n\nOur\nsecurities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss\nof the entire investment.\n\n \n\n**Our\nauditors have raised substantial doubt about our ability to continue as a going concern, which doubt has not been alleviated, and we may be forced to curtail, liquidate, or dissolve our operations if\nwe fail to obtain additional financing or consummate pending transactions.**\n\n \n\nOur\nindependent registered public accounting firm has issued an explanatory paragraph in its audit report expressing substantial doubt\nabout our ability to continue as a going concern, and management’s plans have not alleviated this substantial doubt.\n\n \n\nAs\ndisclosed in Note 1 to our consolidated financial statements and in Management’s Discussion and Analysis of Financial Condition and\nResults of Operations, we have incurred recurring net\nlosses and negative cash flows from operations since inception. As of December 31, 2025, we had an accumulated deficit of $34,781,683, a working capital deficit of $12,216,224,\nlimited liquidity, and were in default on certain of our debt obligations totaling $6,038,806.\n\n \n\nOur continued\noperations are entirely dependent upon our ability to secure additional debt or equity financing, obtain alternative capital, or\nacquire/develop a business that generates positive operational cash flow. Management is actively seeking additional capital\nresources and exploring strategic alternatives. However, we cannot assure you that we will be successful in obtaining adequate\nfinancing on acceptable terms, or at all.\n\n \n\nIn\naddition, we are currently pursuing the sale of GES. There can be no assurance that the GES sale will close in a timely manner, on\nfavorable terms, or at all. Even if the GES sale is completed, the proceeds generated may be insufficient to fund our ongoing\nworking capital requirements or satisfy our outstanding obligations (including defaulted debt). If we are unable to obtain\nsufficient additional financing, complete the GES sale on acceptable terms, or achieve positive operating cash flows, we will be\nunable to fund our operations or meet our debt service requirements. In such an event, we will be forced to significantly curtail or cease our operations, restructure or default on our obligations, file for bankruptcy protection,\nor undergo liquidation or dissolution, which could result in a complete loss of investment for our stockholders.\n\n \n\n**The\nsale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.**\n\n \n\nThe\nfuture sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly\nand negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we\nmay engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner\ncould negatively affect the market price of our common shares.\n\n \n\n**We\ndo not intend to pay cash dividends on our common shares in the foreseeable future.**\n\n \n\nAny\npayment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and\nwill be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable\nfuture. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.\n\n \n\n**Developments\nin market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.**\n\n \n\nPerformance\nin the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally\nhave a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable\nmarket and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.\n\n \n\n**Our\nsubsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.**\n\n \n\nAll\naspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who\nhave substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry,\nits ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively\naffect their operations.\n\n \n\n10\n\n \n\n \n\n**We\ndepend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt\nour business operations.**\n\n \n\nWe\nhave entered into agreements with third parties for hardware, software, telecommunications and other information technology services\nin connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and\nother information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could\nincur interruptions from cyber security attacks, computer viruses or malware, or that third party service providers could cause a breach\nof our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software\nand controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or\nany other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of\nsensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures\nand controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and\ncontrols will be sufficient in preventing security threats from materializing.\n\n \n\n**Risk\nmanagement processes may not fully mitigate exposure to the various risks that we face, including individual market risk, for our subsidiaries.**\n\n \n\nOur\nsubsidiary continues to refine its risk management techniques, strategies and assessment methods on an ongoing basis. However, risk management\ntechniques and strategies, may not be fully effective in mitigating our risk exposure in all economic market environments or against\nall types of risk. Our subsidiary might fail to identify or anticipate particular risks that our systems are capable of identifying,\nor the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Any failures in\ntheir risk management techniques and strategies to accurately quantify their risk exposure could limit our ability to manage risks. In\naddition, any risk management failures could cause our losses to be significantly greater than the historical measures indicate. Further,\nour risk modeling cannot take all risks into account.\n\n \n\n**We\nrely on our officers and the officers of our subsidiary companies in the execution of our business plan, and we would be adversely impacted\nif they were to become unavailable to us.**\n\n \n\nWe\nbelieve that our ability to execute our business strategy will depend to a significant extent upon the efforts and abilities of John\nS. Matthews (our CEO, CFO, and Chairman), and the officers of our subsidiary company Maralin Falik, and Kathryn Weisbeck. If any of our\nofficers were to become unavailable to us, our operations would be adversely affected.\n\n \n\n**Our\nability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.**\n\n \n\nOur\nsubsidiary faces intense competition for qualified employees from other businesses in the elections industry, and the performance of\nour subsidiary may suffer to the extent we are unable to attract and retain employees effectively, particularly given the relatively\nsmall size of our company and our employee base compared to some of our competitors.\n\n \n\n**We\nmay suffer losses if our reputation is harmed.**\n\n \n\nOur\nsubsidiary’s ability to attract and retain clients and employees may be diminished to the extent our reputation is damaged. If\nwe fail, or are perceived to fail, to address various issues that may give rise to reputational risk, we could harm our business prospects.\nThese issues include, but are not limited to, appropriately dealing with market dynamics potential conflicts of interest, legal and regulatory\nrequirements, ethical issues, customer privacy, record-keeping, sales practices, and the proper identification of the legal, reputational,\ncredit, liquidity and market risks inherent in our products and services. Failure to appropriately address these issues could give rise\nto loss of existing or future business, financial loss, and legal or regulatory liability, including complaints, claims and enforcement\nproceedings against us, which could, in turn, subject us to fines, judgments and other penalties.\n\n \n\n11\n\n \n\n \n\n**The\napplication of the “penny stock” rules to our common shares could limit the trading and liquidity of the common shares, adversely\naffect the market price of our common shares and increase your transaction costs to sell those common shares (upon conversion, if any,\nof the Series A Preferred Shares.**\n\n \n\nAs\nlong 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\nsubject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition.\nThe “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons\nother than established customers and “accredited investors” as defined in SEC Rule 501(a). These regulations, if they apply,\nrequire the delivery, prior to any transaction involving a “penny stock,” of a disclosure schedule explaining the “penny\nstock” market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than\nestablished customers or certain accredited investors must make a special written suitability determination regarding such a purchaser\nand receive the purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting\nthe trading activity of our common shares, reducing the liquidity of an investment in our common shares and increasing the transaction\ncosts for sales and purchases of our common shares as compared to other securities.\n\n \n\n**Failure\nto achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us\nfrom producing reliable financial reports or identifying fraud. In addition, stockholders could lose confidence in our financial reporting\nwhich would have an adverse effect on our stock price.**\n\n \n\nEffective\ninternal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls\ncould preclude us from accompanying these critical functions. We are required to document and test our internal control procedures to\nsatisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness\nof our company’s internal controls over financial reporting. Because we are neither a “large accelerated filer” nor\nan “accelerated filer” as defined under SEC Rule 12b-2, we are not required to have the registered public accounting firm\nthat prepares or issues our audit report to attest to or report on such management assessment. Although we intend to augment our internal\ncontrols procedures and expand our accounting staff, we cannot guarantee that this will occur or that such augmentation and expansion\nwill be sufficient.\n\n \n\nDuring\nthe course of our testing, we may identify deficiencies, which we may not be able to remediate in time to meet the deadline imposed by\nthe Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal\naccounting controls, as such standards are modified, supplemented or amended from time to time; we may not be able to ensure that we\ncan conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure\nto achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose\nconfidence in our reported financial information, either of which could have an adverse effect on our stock price.\n\n \n\n**Our\nsubsidiary election business is subject to complex and evolving U.S. and foreign election laws and regulations. Many of these laws and\nregulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased\ncost of operations, or declines in user growth or engagement, or otherwise harm our business.**\n\n \n\nOur\nelection subsidiary is subject to a variety of laws and regulations in the United States and abroad that involve matters central to our\nbusiness, including requirements and certification for hardware and software, user privacy, rights of publicity, data protection, content,\nintellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection,\ntaxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than\nthose in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject\nto significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly\nin the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative\nand regulatory bodies that could significantly affect our business. Similarly, there have been several recent legislative, and certification\nguidelines in the United States, at both the federal and state level, that would impose new obligations in. the administration of elections.\nThese existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products,\nresult in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims\nor other remedies, including fines or demands that we modify or cease existing business practices.\n\n \n\n12"}