Reliance Global Group has completed its acquisition of the Oblivus GPU cloud-computing platform and related assets from Skyportal. The deal gives Reliance the platform’s technology, intellectual property, brand, data, domains and customer and supplier relationships, while leaving Skyportal’s other businesses and pre-closing liabilities outside the transaction.
The acquisition was funded with Reliance’s cash on hand. The company also outlined potential additional cash payments tied to Oblivus revenue, a consulting arrangement with Skyportal’s founder and a planned change to its stock ticker.
Key details
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Purchase price: Reliance’s wholly owned subsidiary paid $3 million in cash at closing. The seller may receive two further cash payments of $375,000 each if Oblivus achieves average monthly cash revenue of at least $79,000 in the first six months after closing and $120,000 in the following six months. The first milestone payment is held in escrow. Neither payment is guaranteed.
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Revenue-related commitments: Through the end of the second milestone period, Reliance agreed to use commercially reasonable efforts to develop the platform and not intentionally divert revenue from it.
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Assets and liabilities: Reliance acquired Oblivus’s platform technology and intellectual property, the Oblivus name, data, domain names, customer and supplier relationships, and associated goodwill. It did not take on Skyportal’s contracts or pre-closing liabilities. Skyportal retained its other businesses.
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Founder’s consulting role: Skyportal founder Matthew Antoun will provide transition and business-development services to the buyer as an independent contractor for 12 months. He will receive $250,000 in cash, paid monthly, plus a bonus equal to 5% of gross profit the buyer receives during the 12 months after entering into an agreement with a new customer, supplier or other counterparty he introduces.
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Potential stock compensation: Subject to board approval and applicable requirements, Reliance has agreed to issue Antoun shares worth up to $600,000. A $50,000 stock award is scheduled within 30 days of closing. Additional awards of $100,000, $200,000 and $250,000 depend on Reliance’s share price reaching $5, $7 and $10, respectively, for three consecutive trading days during the consulting term—or the original 12-month term if the buyer ends the agreement without cause. The shares will be restricted and cannot be transferred for one year after issuance.
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Other potential investment: Reliance or an affiliate has the option to invest up to $500,000 in Skyportal during a limited post-closing period. Reliance has not decided whether to exercise that option.
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Restrictions and liability limits: Skyportal and Antoun are subject to two-year non-compete and non-solicitation commitments. For certain warranty claims, Skyportal’s liability is subject to a $30,000 threshold and a $375,000 cap; the combined liability of Skyportal and Antoun is generally capped at the purchase price actually paid, except in cases of fraud.
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Planned ticker change: Reliance intends to change its Nasdaq ticker from EZRA to XGPU as part of its plan to adopt “GPU Exchange” as a doing-business-as name. The timing of the ticker change was not stated.
Plain-English implications
The transaction is an asset purchase rather than an acquisition of Skyportal itself: Reliance gains the Oblivus platform and related relationships without taking on Skyportal’s contracts or existing liabilities. The disclosed cash price is $3 million, with further cash consideration dependent on revenue targets; the founder’s potential stock awards are separately tied in part to Reliance’s share price.