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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) August 19, 2025
Thumzup
Media Corporation
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42388 |
|
85-3651036 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 10557
Jefferson Blvd |
|
|
| Los
Angeles, CA |
|
90232 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 403-6150
N/A
(Former
name or former address, if changed since last report.)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
On
August 22, 2025, Thumzup Media Corporation, a Nevada corporation, (the “Company”) filed a Current Report on Form 8-K with
the Securities and Exchange Commission (the “Original Form 8-K”) reporting the Company’s entry on August 19, 2025 into
an Agreement and Plan of Merger (the “Merger Agreement”) with TZUP Merger Sub, Inc., a wholly-owned subsidiary of the Company
(the “Merger Sub”) and Dogehash Technologies, Inc. (“Dogehash”), a Nevada corporation. Pursuant to the Merger
Agreement, the Company will change its name to Dogehash Technologies Holdings, Inc. and the Merger Sub will merge with and into Dogehash.
The
Company is filing this amendment to the Original Form 8-K (“Amendment”) to amend and supplement the Original 8-K to include
historical financial statements of Dogehash and pro forma financial information as required by Item 9.01(a) and 9.01(b), respectively,
of Form 8-K and that were excluded from the Original Form 8-K in reliance on the instructions to such items. Except as noted in this
paragraph, no other information contained in the Original Form 8-K is amended or supplemented. This Amendment should be read together
with the Original Form 8-K.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of businesses acquired.
The
following financial statements are filed as part of this report:
| ● | unaudited
condensed consolidated financial statements of Dogehash from inception to June 30, 2025 and
the notes thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference. |
(b)
Pro forma financial information.
Unaudited
pro forma condensed combined financial information of the Company for the six-month period ended June 30, 2025 giving effect to the acquisition
of Dogehash, are filed herewith as Exhibit 99.2 and incorporated herein by reference.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Unaudited financial statements of Dogehash from inception to June 30, 2025 |
| 99.2 |
|
Unaudited pro forma financial statements for the six-month period ended June 30, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Thumzup
Media Corporation |
| |
|
|
| Date:
October 17, 2025 |
By: |
/s/
Robert Steele |
| |
Name: |
Robert
Steele |
| |
Title: |
Chief
Executive Officer |
