Thumzup (NASDAQ: TZUP) to acquire Dogehash in stock deal pending approvals

Rhea-AI Filing Summary

Thumzup Media Corporation has agreed to merge with Dogehash Technologies, Inc. in a stock-for-stock transaction that will shift the company’s focus toward blockchain infrastructure and Dogecoin mining. At closing, Thumzup plans to issue 30,700,000 shares of restricted common stock to Dogehash shareholders in exchange for all of Dogehash’s outstanding shares, after which Dogehash will become a wholly-owned subsidiary and Thumzup will be renamed Dogehash Technologies Holdings, Inc.

The share issuance will exceed 19.99% of Thumzup’s outstanding common stock, so it requires shareholder approval under Nasdaq Listing Rule 5635(d), along with Nasdaq change-of-control approval under Rule 5635(b). Closing also depends on a fairness opinion, Dogehash’s financial statements and other customary conditions. Dogehash operates industrial-scale infrastructure for mining Scrypt-based assets like Dogecoin and Litecoin and plans to use Dogecoin Layer-2 and DeFi products to enhance mining returns.

Insights

Equity & M&A Analyst

Thumzup plans a transformative, approval-dependent stock merger with Dogehash.

The agreement would combine Thumzup Media Corporation with Dogehash Technologies, Inc., an industrial-scale blockchain infrastructure company focused on mining Scrypt algorithm assets such as Dogecoin and Litecoin. The structure is a stock-for-stock deal in which Thumzup will issue 30,700,000 restricted common shares for 100% of Dogehash’s equity, and then rename itself Dogehash Technologies Holdings, Inc., signaling a strategic pivot toward crypto mining and related infrastructure.

The filing notes that the new shares will represent more than 19.99% of outstanding common stock, triggering Nasdaq Listing Rule 5635(d) shareholder approval requirements, and that a change of control will require Nasdaq approval under Rule 5635(b). The company may also use convertible preferred stock with a 4.99% beneficial ownership limitation for holders who would otherwise exceed that threshold, which helps manage post-merger ownership caps. Completion still depends on shareholder and Nasdaq approvals, a fairness opinion, delivery of Dogehash financial statements, and customary closing conditions, so the actual impact will hinge on whether these conditions are satisfied.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 19, 2025, Thumzup Media Corporation, a Nevada corporation, (the “Company”) entered 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 “Merger”).

At closing of the Merger, the Company will issue 30,700,000 shares of restricted common stock to the shareholders of Dogehash in exchange for 100% of the outstanding shares of Dogehash, and Dogehash will become a wholly-owned subsidiary of the Company. The Company may issue convertible preferred stock containing a beneficial ownership limitation to any shareholder who, as a result of the Merger, would own in excess of 4.99% of the Company.

Because the Company’s common stock is listed on the Nasdaq Capital Market, the issuance of shares will represent more than 19.99% of the Company’s outstanding common stock, the issuance of the 30,700,000 shares of common stock is subject to shareholder approval under Nasdaq Listing Rule 5635(d) prior to the closing of the Merger. Also Nasdaq approval is required pursuant to Nasdaq Listing Rule 5635(b) as a result of the change of control. The Company intends to file a preliminary proxy statement on Schedule 14A in connection with a special meeting of shareholders to obtain the required approvals described above. The closing of the Merger is subject to the Company obtaining the required shareholder approval, Nasdaq approval, receipt of a fairness opinion by the Company, receipt of Dogehash’s required financial statements and customary closing conditions.

Dogehash is an industrial scale blockchain infrastructure company focused exclusively on mining Scrypt algorithm assets such as Dogecoin and Litecoin. The combined company aims to become the world’s leading Dogecoin mining platform and will leverage Dogecoin Layer-2 infrastructure via staking in DeFI products within the DogeOS ecosystem to enhance miner economics and amplify yield beyond base block rewards.

The foregoing description of the terms of the Agreement and Plan of Merger is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit
2.1		Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc. and Dogehash Technologies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Page 2

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: August 22, 2025	By:	/s/ Robert Steele
	Name:	Robert Steele
	Title:	Chief Executive Officer

Page 3

FAQ

What merger did Thumzup Media Corporation (TZUP) announce with Dogehash?

Thumzup Media Corporation entered into an Agreement and Plan of Merger with TZUP Merger Sub, Inc. and Dogehash Technologies, Inc.. TZUP Merger Sub will merge into Dogehash, making Dogehash a wholly-owned subsidiary of Thumzup upon closing.

How many shares will Thumzup (TZUP) issue to acquire Dogehash Technologies?

At closing of the merger, Thumzup will issue 30,700,000 shares of restricted common stock to Dogehash shareholders in exchange for 100% of the outstanding shares of Dogehash.

Why does the Thumzup–Dogehash merger require Nasdaq shareholder approval?

Because the planned issuance of 30,700,000 common shares will represent more than 19.99% of Thumzup’s outstanding common stock, it requires shareholder approval under Nasdaq Listing Rule 5635(d), and Nasdaq also must approve the related change of control under Rule 5635(b).

Will Thumzup (TZUP) change its name after the Dogehash merger?

Yes. Under the merger agreement, Thumzup will change its name to Dogehash Technologies Holdings, Inc. after the transaction closes, reflecting the combined company’s new strategic focus.

What business does Dogehash Technologies operate?

Dogehash is described as an industrial scale blockchain infrastructure company focused on mining Scrypt algorithm assets such as Dogecoin and Litecoin. The combined company aims to become a leading Dogecoin mining platform and to use Dogecoin Layer-2 and DeFi products in the DogeOS ecosystem to improve miner economics.

What conditions must be satisfied before the Thumzup–Dogehash merger can close?

Closing is subject to shareholder approval, Nasdaq approval, receipt of a fairness opinion by Thumzup, receipt of Dogehash’s required financial statements, and other customary closing conditions set out in the merger agreement.

What is the purpose of the 4.99% beneficial ownership limitation mentioned in the filing?

The filing states that Thumzup may issue convertible preferred stock with a 4.99% beneficial ownership limitation to any shareholder who, because of the merger, would otherwise own more than 4.99% of the company, helping to keep individual ownership below that threshold.