SurgePays Forms 51% JV Redline Wireless Group to Expand LinkUp Mobile

What Happened

• On August 3, 2026 SurgePays, Inc. formed Redline Wireless Group, LLC, a Wyoming limited liability company, and on August 5, 2026 the company issued a press release (Exhibit 99.1) announcing the joint venture. SurgePays will own 51% as the managing member and one of the largest U.S. wireless master distribution organizations will hold 49% as the noncontrolling (Contributing) member. Brian Cox, SurgePays’ CEO, will chair Redline’s six‑member board and holds a casting vote to break deadlocks.
• SurgePays will contribute in‑kind assets and services (no expected cash contribution), including a license to use its LinkUp Mobile brand, access to its MVNO platform, billing/provisioning/customer service systems, operations center and related back‑office support under a Master Services Agreement priced as a documented cost pass‑through. The Contributing Member will provide access to a national independent dealer channel of more than 20,000 active dealers and exclusive distribution rights through that channel. Use of SurgePays’ carrier rails by Redline is subject to any carrier consents required under existing carrier agreements.

Key Details

• Ownership: SurgePays 51% (managing member); Contributing Member 49% (noncontrolling).
• Formation date: August 3, 2026; press release filed August 5, 2026 (Exhibit 99.1).
• Distribution: Contributing Member brings access to >20,000 independent prepaid wireless dealers and exclusive distribution rights through that channel.
• Financial/Accounting: SurgePays expects to consolidate Redline under ASC 810 with the 49% reported as a noncontrolling interest; SurgePays does not expect to make a cash capital contribution and expects Redline to be cash‑flow positive from its first month of operations (forward‑looking).

Why It Matters

• For investors, the JV broadens SurgePays’ distribution reach for its LinkUp Mobile prepaid brand via a large independent dealer network while limiting near‑term cash investment by SurgePays (in‑kind contributions and pass‑through services).
• The arrangement is structured so SurgePays retains its carrier relationships at the corporate level and provides platform and operational services to Redline, which may accelerate go‑to‑market execution but remains subject to required carrier consents.
• Accounting and financial reporting: SurgePays intends to consolidate Redline (majority owned), which will affect consolidated results and show a 49% noncontrolling interest; expected early positive cash flow is a forward‑looking statement and not guaranteed.
• Risks and timing: Many terms and Redline’s use of carrier rails depend on customary closing conditions and carrier consents; investors should consider these contingencies and the company’s forward‑looking cautionary statements.