Global Arena Holding (GAHC) Risk Analysis
Risk Overview Q4, 2025
Source: the company's latest filing for the period ended Dec 31, 2025, filed Aug 11, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Our auditors 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 we fail to obtain additional financing or consummate pending transactions.
Our independent registered public accounting firm has issued an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern, and management's plans have not alleviated this substantial doubt. As disclosed in Note 1 to our consolidated financial statements and in Management's Discussion and Analysis of Financial Condition and Results of Operations, we have incurred recurring net losses 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, limited liquidity, and were in default on certain of our debt obligations totaling $6,038,806. Our continued operations are entirely dependent upon our ability to secure additional debt or equity financing, obtain alternative capital, or acquire/develop a business that generates positive operational cash flow. Management is actively seeking additional capital resources and exploring strategic alternatives. However, we cannot assure you that we will be successful in obtaining adequate financing on acceptable terms, or at all. In addition, we are currently pursuing the sale of GES. There can be no assurance that the GES sale will close in a timely manner, on favorable terms, or at all. Even if the GES sale is completed, the proceeds generated may be insufficient to fund our ongoing working capital requirements or satisfy our outstanding obligations (including defaulted debt). If we are unable to obtain sufficient additional financing, complete the GES sale on acceptable terms, or achieve positive operating cash flows, we will be unable 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, or undergo liquidation or dissolution, which could result in a complete loss of investment for our stockholders.
- Corporate Activity and Growth - Risk 2If or when the 2026 Easterly 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 2026 Easterly 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 receive-comprising $2.4 million in cash at closing (a portion of which will be used to satisfy transaction expenses and repay debt), 2,571,428 shares of GES Acquisition Corp. common stock, and the forgiveness of $1.92 million of debt owed to Easterly in connection with Easterly's purchase of shares of GES Acquisition Corp. Series A preferred stock-may 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. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments."
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 17
- Share Price & Shareholder Rights - Risk 1ChangedOur auditors 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 we fail to obtain additional financing or consummate pending transactions.
Our independent registered public accounting firm has issued an explanatory paragraph in its audit report expressing substantial doubt about our ability to continue as a going concern, and management's plans have not alleviated this substantial doubt. As disclosed in Note 1 to our consolidated financial statements and in Management's Discussion and Analysis of Financial Condition and Results of Operations, we have incurred recurring net losses 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, limited liquidity, and were in default on certain of our debt obligations totaling $6,038,806. Our continued operations are entirely dependent upon our ability to secure additional debt or equity financing, obtain alternative capital, or acquire/develop a business that generates positive operational cash flow. Management is actively seeking additional capital resources and exploring strategic alternatives. However, we cannot assure you that we will be successful in obtaining adequate financing on acceptable terms, or at all. In addition, we are currently pursuing the sale of GES. There can be no assurance that the GES sale will close in a timely manner, on favorable terms, or at all. Even if the GES sale is completed, the proceeds generated may be insufficient to fund our ongoing working capital requirements or satisfy our outstanding obligations (including defaulted debt). If we are unable to obtain sufficient additional financing, complete the GES sale on acceptable terms, or achieve positive operating cash flows, we will be unable 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, or undergo liquidation or dissolution, which could result in a complete loss of investment for our stockholders.
- Share Price & Shareholder Rights - Risk 2The 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.
- Share Price & Shareholder Rights - Risk 3The 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 purchaser's 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.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
