On September 2, 2026, SurgePays, Inc. (the "Company") formed LWP-SURGE, LLC, a Wyoming limited liability company ("LWP-SURGE"), to serve as the operating vehicle for a proposed joint venture with All Prepaid, LLC, a Florida limited liability company doing business as LowWeeklyPayments ("LWP"). Articles of organization for LWP-SURGE were initiated for filing with the Wyoming Secretary of State on that date.

 

LWP-SURGE is intended to operate a smartphone rent-to-own program through the Company’s independent retail dealer network, using the LWP real-time approval platform, contract templates, and servicing technology. The Company expects to hold a 51% membership interest in LWP-SURGE and to serve as its manager, with LWP holding the remaining 49% membership interest. The Company anticipates appointing three of the five members of the board of managers, including the chair, with LWP appointing the remaining two members. Certain enumerated matters, including a sale of LWP-SURGE, the incurrence of indebtedness outside an approved portfolio funding facility, the issuance of additional membership interests, and a voluntary dissolution, would require the consent of both members.

 

The Company and LWP have not yet executed a definitive operating agreement or the related intellectual property license, distribution, and shared services agreements contemplated for the joint venture, and the terms described above are subject to change. The formation of LWP-SURGE does not itself obligate either party to consummate the joint venture, and no assurance can be given that definitive agreements will be executed, that the proposed joint venture will commence operations, or that any portfolio funding will be obtained on acceptable terms or at all. LWP-SURGE has no operations, revenue, assets, or liabilities as of the date of this Current Report. The Company will report the execution of any definitive agreement for the joint venture to the extent required by applicable rules.

 

The Company does not expect the formation of LWP-SURGE, standing alone, to have a material effect on its financial condition or results of operations for the current fiscal quarter.