false
0001853825
0001853825
2025-08-19
2025-08-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
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 |
