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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): September 17, 2025
THUMZUP
MEDIA CORPORATION
(Exact
name of registrant as specified in its charter)
(State
or Other Jurisdiction of Incorporation)
| Nevada |
|
001-42388 |
|
85-3651036 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
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)) |
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.
Securities
registered pursuant to Section 12(b) of the Act: None
Item
8.01. Other Events
On
September 17, 2025, Thumzup Media Corporation (the “Company”) announced its inaugural open-market acquisition
of Dogecoin (“Dogecoin” or “DOGE”), securing approximately 7.5 million tokens valued
at roughly $2 million, at a weighted average price of $0.2665.
The
Company is increasing its Dogecoin ecosystem involvement through its proposed acquisition of DogeHash, a Dogecoin mining operation boasting
2,500 advanced mining rigs, with an additional 1,000 units on order, which are currently expected to be installed later this year. This
expansion follows the Company’s offering of $50 million of common stock in August 2025, priced at $10.00 per share, which such
proceeds were earmarked for cryptocurrency accumulation and the procurement of high-performance DOGE mining rigs.
The
Company is currently also strengthening its leadership team, highlighted by the recent appointments of DogeOS CEO and MyDoge Leader Jordan
Jefferson and Alex Hoffman, Head of Ecosystem at DogeOS, to its Crypto Advisory Board.
SIGNATURE
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, thereunto duly authorized.
| Date:
September 17, 2025 |
THUMZUP
MEDIA CORPORATION |
| |
|
|
| |
By: |
/s/
Robert Steele |
| |
Name: |
Robert
Steele |
| |
Title: |
Chief
Executive Officer (Principal Executive Officer) |
