Business Context and Reporting Period
Company: SurgePays, Inc. (SURG)
Filing Type: Form 8-K (Current Report)
Date of Report: September 2, 2026
Event: Formation of a new limited liability company, LWP-SURGE, LLC, in Wyoming to serve as the operating vehicle for a proposed joint venture with All Prepaid, LLC (d/b/a LowWeeklyPayments or "LWP").
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for SurgePays, Inc. or the new entity.
- LWP-SURGE Financial Status: As of the report date, the entity has no operations, revenue, assets, or liabilities.
- Material Impact: Management does not expect the formation of LWP-SURGE to have a material effect on the Company's financial condition or results of operations for the current fiscal quarter.
Material Changes and Transaction Details
The primary material change is the structural setup for a potential strategic partnership:
- Proposed Structure: A smartphone rent-to-own program utilizing SurgePays' independent retail dealer network and LWP's real-time approval platform and servicing technology.
- Ownership Split: SurgePays expects to hold a 51% membership interest and serve as the manager; LWP will hold 49%.
- Governance: SurgePays anticipates appointing three of the five board of managers (including the chair), while LWP appoints the remaining two.
- Veto Rights: Specific matters, including the sale of the entity, incurrence of indebtedness outside approved facilities, issuance of new interests, and voluntary dissolution, require consent from both members.
Outlook, Risks, and Contingencies
Status of Agreements: No definitive operating agreement, intellectual property license, distribution, or shared services agreements have been executed. Terms are subject to change.
Contingencies:
- Formation of the entity does not obligate either party to consummate the joint venture.
- There is no assurance that definitive agreements will be executed or that the venture will commence operations.
- There is no assurance that portfolio funding will be obtained on acceptable terms or at all.
Forward-Looking Statements: The filing contains forward-looking statements regarding the venture's purpose, governance, funding, and operational scale. Actual results may differ significantly due to risks and uncertainties.
Investor Verification Checklist
- Verify whether definitive operating and service agreements have been executed since the filing date.
- Monitor for announcements regarding the securing of portfolio funding for the joint venture.
- Confirm if the joint venture has commenced actual operations or generated revenue.
- Review future filings for any material changes to the proposed 51/49 ownership structure or governance terms.