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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 4, 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
8.01 Other Events
On
September 4, 2025, Thumzup Media Corporation. (the “Company”) issued a press release containing a Letter to Shareholders.
A copy of the press release is being furnished as Exhibit 99.1.
The
information in this Item 8.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed
to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Shareholder Letter issued by Thumzup Media Corporation on September 4, 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:
September 4, 2025 |
By: |
/s/
Robert Steele |
| |
Name:
|
Robert
Steele |
| |
Title:
|
Chief
Executive Officer |
