SurgePays Inc (SURG)

[bUrRpPPP!]

Investors in This Offering Will Experience Immediate and Substantial Dilution in Net Tangible Book Value.



The public offering price per share of our Common will be substantially higher than the net tangible book value per share of our outstanding Common Stock. As a result, investors in this offering will incur immediate dilution of $[ ] per share, based on the assumed public offering price of $[ ] per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this offering.