GPO Plus has acquired ClearLine technology that includes national-brand and merchant gift-card functions, following an asset transfer from SurgePays completed on September 10, 2026. Both companies confirmed the closing in regulatory filings. [S01] [S02]

The transaction puts gift-card distribution and engagement software inside a business serving convenience stores, gas stations and specialty retailers. It transfers a wider platform rather than a separately valued gift-card operation: the purchase agreement assigns a USD27.5 million price to ClearLine, paid entirely through 25 million GPO Plus preferred shares. No cash purchase-price payment was made at closing. [S03]

What changes hands

The buyer is ClearLine Apps LLC, a subsidiary wholly owned by GPO Plus. The companies signed their agreement on September 7 and completed the transfer three days later.

The agreement's asset schedule specifically includes national and private-label gift-card functionality within the ClearLine technology and rights being transferred. Alongside it are transaction routing, provider integrations, funding and settlement tools, store administration, commissions, reporting and reconciliation. The schedule also covers marketing, loyalty, rewards, coupons and customer communication capabilities. [S03]

ClearLine's existing product page describes a tool for sending digital gift cards and vouchers redeemable at a merchant or national brands. A merchant can deliver the offer through an email address, phone number or a QR code displayed for the customer to scan. The service also supports paid vouchers redeemed at a later visit. These are existing capabilities being acquired, not a new product launch. [S04]

For merchants, those functions connect an offer made at the point of sale with a later purchase or return visit. The ownership change gives GPO Plus control of that software within a broader retail engagement platform; it does not establish a new card acceptance network or disclose a migration of customer balances.

The data behind the story

ClearLine purchase consideration by form

Contractual consideration for the broader ClearLine platform.

USD million
Sources
Executed acquisition agreement, sections1.5-1.6; GPO Plus closing filing

Stock amount is the contract price, not cash received or independently measured fair value. Gift-card software is one included function; the transaction does not separately value it. Zero refers to purchase-price cash, not cash assets transferred.

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ClearLine purchase consideration by form (USD million)
CategoryClearLine purchase consideration by form
Preferred-stock consideration27.5 USD million
Cash purchase-price payment0.0 USD million

Shares at closing, a separate route to cash

Each preferred share can convert into one GPO Plus common share. SurgePays separately obtained a put option giving it the right to sell the relevant shares to Emerald Shoals Targeted Opportunities Fund LP for USD27.5 million during the stated exercise period. The fund, rather than GPO Plus, bears that payment obligation. The reviewed closing documents do not report an exercise or cash settlement of the option. [S01] [S03] [S05]

The backstop also carries a warrant: GPO Plus issued the fund rights to buy 15 million common shares over five years, divided into three equal tranches of 5 million shares with exercise prices of USD0.05, USD0.15 and USD0.25. These are contractual exercise terms, not evidence that the fund exercised the warrants or that SurgePays received the put price. [S02][S03][S05]

The data behind the story

Exercise prices of the backstop warrant tranches

Each tranche covers 5 million GPO Plus common shares.

USD per share
Sources
Executed acquisition agreement, section1.11; Executed put agreement, section5.2

Five-year optional exercise terms for the fund’s backstop compensation. These are not market share prices, cash proceeds already received, gift-card revenue or evidence that the put settled.

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Exercise prices of the backstop warrant tranches (USD per share)
CategoryExercise prices of the backstop warrant tranches
First 5 million shares0.05 USD per share
Second 5 million shares0.15 USD per share
Third 5 million shares0.25 USD per share

The wider transaction also includes separately identified GPOX Wireless assets. SurgePays retains its own branded wireless business and its wholesale prepaid distribution business, including the associated store network and supplier relationships not specifically transferred. Its reported group footprint therefore cannot be counted as an acquired gift-card network. [S03]

SurgePays says the sale lets it concentrate on its remaining prepaid wireless and fintech operations. GPO Plus already operates a direct store delivery business, giving the acquired merchant software a potential distribution setting, although neither company's reviewed disclosure quantifies gift-card revenue, transaction volumes or an achieved expansion. [S06] [S07]

The agreement provides for 180 days of transition assistance while transferring ownership and ultimate operational control at closing. The documented September event is a change in who owns and directs the technology, with commercial integration still to follow.