Global Arena Holding Inc (GAHC)

[Dzelle]

Shareholder Alert – Was the July 8th APA Disclosure Misleading?

On July 8, 2025, GAHC filed an 8-K announcing an Asset Purchase Agreement (APA) involving:
    •    Global Election Services, Inc. (GES),
    •    Global Election Services Holding LLC (GES Holding),
    •    GES Acquisition Corp., and
    •    Easterly CV VI LLC.

This filing raises serious questions:
    1.    Ownership of GES Holding LLC
    •    The APA names GES Holding as a party, but GAHC has never clarified who owns it.
    •    If GES Holding is not 100% owned by GAHC, then shareholders were not given a full and fair disclosure of who benefits from the deal.
    2.    Shareholder Approval
    •    The APA itself says closing is subject to stockholder approval under Delaware law (DGCL §271).
    •    Yet, with the August 31 deadline approaching, no proxy has been filed. If GAHC knew approval was impossible on this timeline, was the 8-K misleading?
    3.    Selective Narrative vs. Filings
    •    Soon after the 8-K, forum posters suggested “the sale already happened,” even though no proxy or closing 8-K exists.
    •    Shareholders deserve clarity on whether management is allowing selective disclosure while leaving retail in the dark.

Bottom line:
If the APA cannot close without a shareholder vote — and no vote is being prepared — then the July 8 filing may have been materially misleading. At minimum, management must immediately clarify:
    •    Who owns GES Holding LLC,
    •    Whether common shareholders will vote before closing, and
    •    Whether the APA will be extended, terminated, or restructured.

Without this transparency, confidence in management’s good faith continues to erode.

“As of now, no SEC filings by GAHC disclose who owns or controls GES Holding LLC, though it is a named party in the APA. That omission, paired with the absence of a proxy, raises immediate concerns about transparency and possible structural maneuvering.”

— Concerned GAHC Shareholders