10-K: Global Acquisitions Corporation Reports Full Year 2024 Results, Focuses on Sports Entertainment Growth

Sentiment:

Annual Report


Global Acquisitions Corporation files its 10-K for the year ended December 31, 2024, highlighting a shift towards the sports entertainment industry, particularly pickleball and padel, alongside ongoing financial challenges.

Capital raiseThe company raised $2,500,000 through a private placement in November 2024.The company plans to raise additional required funding when required through the sale of debt or equity.
Worse than expectedThe company's net loss increased significantly in 2024 compared to 2023.The company's auditors have expressed substantial doubt about its ability to continue as a going concern.The company has identified material weaknesses in its disclosure controls and procedures and internal control over financial reporting.

Summary

  • Global Acquisitions Corporation filed its Form 10-K for the fiscal year ended December 31, 2024.
  • The company is transitioning its business strategy to focus on the global sports entertainment and media industry, with an emphasis on pickleball and padel.
  • The company reported no revenue for the years ended December 31, 2024 and 2023.
  • General and administrative expenses increased significantly to $793,749 in 2024 from $69,875 in 2023, primarily due to stock-based compensation.
  • The company's net loss for 2024 was $793,749, compared to a net loss of $69,875 in 2023.
  • The company had an accumulated deficit of $30,138,568 as of December 31, 2024.
  • A private placement in November 2024 raised gross proceeds of $2,500,000 through the sale of 2,631,543 shares of common stock at $0.95 per share.
  • The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company plans to use the proceeds from the offering to advance business operations in the global racquet sports entertainment business, with an initial focus on consolidating, building and growing pickleball and Padel related opportunities, and for working capital and general corporate purposes.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company is strategically pivoting to a high-growth industry and has secured funding, significant financial losses, an accumulated deficit, and a going concern warning from auditors raise concerns.

Positives

  • The company successfully raised $2,500,000 through a private placement in November 2024.
  • The company is focusing on high-growth potential markets like pickleball and padel.
  • The company has plans to develop strategic relationships with best of class operators and developers in key segments within the pickleball and padel communities through co-branding and acquisition opportunities.
  • The company has plans to launch a Pickleball for All charitable initiatives to introduce, grow, and develop pickleball in underserved and disadvantaged communities across the United States.

Negatives

  • The company reported no revenue for the years ended December 31, 2024 and 2023.
  • The company's net loss for 2024 was $793,749, compared to a net loss of $69,875 in 2023.
  • The company had an accumulated deficit of $30,138,568 as of December 31, 2024.
  • The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company has identified material weaknesses in its disclosure controls and procedures and internal control over financial reporting.

Risks

  • The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
  • The company will require additional financing, and it may not be able to raise funds on favorable terms or at all.
  • The company has no operating history in the court sports industry and has incurred significant operating losses since inception.
  • The court sport industry is highly competitive.
  • The company relies on its management and if they were to leave our company our business plan could be adversely affected.
  • Unfavorable economic conditions, including as a result of inflation or otherwise, could have a negative impact on consumer discretionary spending and therefore negatively impact our future results of operations, financial condition and cash flows.
  • The company has identified material weaknesses in its disclosure controls and procedures and internal control over financial reporting.
  • The company currently has an illiquid and volatile market for its common stock, and the market for its common stock is and may remain illiquid and volatile in the future.
  • Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.
  • The company's common stock is considered a penny stock under SEC rules and it may be more difficult to resell securities classified as a penny stock.

Future Outlook

The company plans to focus on the global sports entertainment and media industry, particularly pickleball and padel, and expects its publicly-traded structure to provide a way for the investing public to participate in these exciting and rapidly growing markets.

Management Comments

  • In November 2024, the Company's management determined to cease seeking out business opportunities, mergers or acquisitions, and instead to launch an operating strategy to become a leader in the global sports entertainment and media industry.

Industry Context

The company is targeting the rapidly growing pickleball and padel industries, which are experiencing significant growth and increasing participation.

Comparison to Industry Standards

  • The document does not provide enough information to make a detailed comparison to industry standards.
  • Without specific financial metrics from competitors in the pickleball and padel industries, it's difficult to benchmark Global Acquisitions Corporation's performance.
  • Companies like Life Time Group Holdings, Inc. and Topgolf Callaway Brands Corp. operate in the broader sports and recreation sector, but their business models and financial scales are significantly different, making direct comparisons challenging.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial Officer (Principal Accounting/Financial Officer)Ronald BoretaShawn Cable2025-03-06Appointment of new CFO

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Amended and Restated BylawsThe Board of Directors adopted amended and restated bylaws of the Company.2025-01-07The Amended and Restated Bylaws include amendments to do the following: (i) allow for the Company to issue uncertificated/book-entry shares (previously the Bylaws were silent as to uncertificated shares); (ii) update the voting requirements at meetings of shareholders to be consistent with Nevada law, which provides for a proposal to be approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action (previously the Bylaws provided for majority approval); (iii) provide for roles of additional officers of the Company, including Chief Executive Officer, Chief Financial Officer, Vice Presidents, Assistant Secretaries, Assistant Treasurers and others (the original Bylaws only provided for roles for a President, Secretary and Treasurer); (iv) update the principal address of the Company to be at such location within or without the State of Nevada as may be determined from time to time by resolution of the Board, instead of the fixed address set forth in the prior Bylaws; (v) update the informational and other requirements and procedures for any shareholder nominating individuals for election to the Board or proposing other business at a shareholder meeting, including to address the adoption by the Securities and Exchange Commission of universal proxy rules; (vi) provide that only the Chief Executive Officer, the Board, or the Chairman of the Board, may call special meetings of shareholders (previously the Bylaws were silent as to who could call meetings of shareholders); (vii) provide that in the absence of a quorum at any meeting or any adjournment thereof, (A) the Board, without a vote of the shareholders, may (1) postpone, reschedule, or cancel any previously scheduled annual meeting of shareholders and (2) postpone, reschedule, or cancel any previously scheduled special meeting of the shareholders called by the Board or management (but not by the shareholders); or (B) the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the shareholders, any officer entitled to preside at, or to act as secretary of, such meeting, may adjourn the meeting from time to time until a quorum shall be represented; (viii) clarify the steps required for shareholders to take action via a written consent to action without a meeting, including certain confirmation and inspection requirements associated therewith; (ix) clarify that meetings of shareholders and directors may take place through electronic communications, videoconferencing, teleconferencing or other available technology; (x) provide that the number of directors shall be no less than one and no more than fifteen (previously the Bylaws did not provide a limit on the total numbers of directors); (xi) provide that in the event that the Board elects a Chairman of the Board who is an employee of the Company, the Board may also elect a Lead Independent Director who shall preside at all meetings of the Board and shareholders at which he or she shall be present and the Chairman of the Board is not present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board, the Amended and Restated Bylaws or as may be provided by law; (xii) set forth procedures for the formation of Board committees; (xiii) expand upon the rights of indemnification and indemnification procedures for officers and directors of the Company, including that each Indemnitee (as described in the Amended and Restated Bylaws) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law; and (xiv) affect certain updates and modernization changes to the prior Bylaws.

Legal Proceedings

  • The company is not currently a party to any material legal proceeding.

Related Party Transactions

  • The company has received funding for operations from All American Golf Center, Inc., owned by Ronald Boreta and John Boreta.
  • On July 3, 2024, the Company entered into a share purchase agreement with All American Golf Center, Inc., pursuant to which the Creditor agreed to exchange shares of the Company's common stock in consideration for the Creditor's release of obligations of the Company to repay expenses in the aggregate amount of $593,670 for expenses of the Company previously paid by the Creditor.
  • Also on July 3, 2024, the Company issued warrants to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew, an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi (Warrants to purchase 705,417 shares of common stock).
  • The company's corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.

Stakeholder Impact

  • Shareholders face potential dilution through future equity offerings.
  • Employees may experience changes as the company shifts its business strategy.
  • Customers in the sports entertainment market may benefit from new offerings in pickleball and padel.
  • Creditors face increased risk due to the company's going concern warning.

Next Steps

  • The company plans to acquire, build, and/or create physical facilities, leagues, tournaments, events, social communities, and merchandisers.
  • The company plans to develop strategic relationships with Best of Class operators and developers in key segments within the pickleball and padel communities through co-branding and acquisition opportunities.
  • The company plans to develop our ACE Program of certifying facilities, social media communities, content creators, coaches, third-party leagues, and events under a planned marketing brand.
  • The company plans to create and distribute proprietary and curated content through various media channels.
  • The company plans to launch a Pickleball for All charitable initiatives to introduce, grow, and develop pickleball in underserved and disadvantaged communities across the United States.

Key Dates

DateDescription
1984-03-06Company incorporated in Nevada as Sporting Life, Inc.
1988-12-27Name changed to St. Andrews Golf Corporation.
1994-08-12Name changed to Saint Andrews Golf Corporation.
1994-12-01Company completed an initial public offering of 1,000,000 Units.
1998-12-14Name changed to All-American SportPark, Inc.
1999-03-15Class A Warrants expired unexercised.
2001-05-01SportPark was disposed of.
2011-06-15Company entered into a Stock Transfer Agreement with Saint Andrews.
2016-06-10Company entered into a Transfer Agreement for the sale and transfer of the Company's remaining 51% interest in AAGC.
2016-10-18Company completed the closing of the Transfer Agreement, becoming a shell company.
2021-02-15Name of the Company was changed to Global Acquisitions Corporation.
2024-07-03Company entered into a share purchase agreement with All American Golf Center, Inc.
2024-11-01Company's management determined to cease seeking out business opportunities, mergers or acquisitions, and instead to launch an operating strategy to become a leader in the global sports entertainment and media industry.
2024-11-07Private placement offering closed, raising $2,500,000.
2025-03-06Shawn Cable appointed as Chief Financial Officer.
2025-03-19Number of shares of Common Stock outstanding was 9,785,056 shares.

Keywords

pickleball, padel, sports entertainment, financial results, going concern, Global Acquisitions Corporation, AASP

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.