THUMZUP MEDIA CORPORATION SEC Filings

Datacentrex, Inc. investor updates ownership status. Gregory Castaldo filed an amended Schedule 13G indicating he now beneficially owns 0 shares of Datacentrex common stock, representing 0.0% of the class. The filing confirms he has no sole or shared voting or dispositive power over any shares.

Castaldo also certifies that any securities referenced were not acquired and are not held to change or influence control of Datacentrex, and are not part of any control-related transaction.

Datacentrex, Inc. has filed an S-3 registration statement covering the resale of up to 23,661,884 shares of common stock by existing holders. This includes 10,423,089 shares issued to Dogehash Technologies, Inc. (“Doge”) stockholders in a merger and 13,238,795 shares issuable upon conversion of Series D Convertible Preferred Stock.

The company will not receive any proceeds from these sales; all proceeds go to the selling stockholders. Datacentrex recently acquired Doge, resulting in a change of control and a shift to a Scrypt-focused digital infrastructure model, operating over 3,100 Scrypt ASIC miners across U.S. colocation facilities and monetizing hashrate on Litecoin, Dogecoin and other Scrypt-based networks.

As of the date of the prospectus, Datacentrex had 32,238,955 common shares outstanding and 16,239.812 Series D preferred shares outstanding, each Series D share being convertible into 1,000 common shares subject to 4.99% or 9.99% beneficial ownership limits. Certain holders are subject to 180‑day lock-up agreements, and the common stock trades on Nasdaq under the symbol “DTCX.” The company qualifies as an emerging growth and smaller reporting company and highlights risks related to significant stockholder resales, share price volatility, and maintaining its Nasdaq listing.

Datacentrex, Inc. has filed an S-3 registration statement covering the resale of up to 23,661,884 shares of common stock by existing holders. This includes 10,423,089 shares issued to Dogehash Technologies, Inc. (“Doge”) stockholders in a merger and 13,238,795 shares issuable upon conversion of Series D Convertible Preferred Stock.

The company will not receive any proceeds from these sales; all proceeds go to the selling stockholders. Datacentrex recently acquired Doge, resulting in a change of control and a shift to a Scrypt-focused digital infrastructure model, operating over 3,100 Scrypt ASIC miners across U.S. colocation facilities and monetizing hashrate on Litecoin, Dogecoin and other Scrypt-based networks.

As of the date of the prospectus, Datacentrex had 32,238,955 common shares outstanding and 16,239.812 Series D preferred shares outstanding, each Series D share being convertible into 1,000 common shares subject to 4.99% or 9.99% beneficial ownership limits. Certain holders are subject to 180‑day lock-up agreements, and the common stock trades on Nasdaq under the symbol “DTCX.” The company qualifies as an emerging growth and smaller reporting company and highlights risks related to significant stockholder resales, share price volatility, and maintaining its Nasdaq listing.

Datacentrex, Inc., formerly Thumzup Media Corporation, filed a current report to provide additional information related to its previously reported acquisition of Dogehash Technologies, Inc.. In that transaction, TZUP Merger Sub, Inc., a wholly owned subsidiary of Datacentrex, merged with and into Dogehash, leaving Dogehash as a wholly owned subsidiary of Datacentrex.

The company is now supplying an updated business description and updated risk factor discussion, which are included as Exhibits 99.1 and 99.2 and incorporated by reference. These disclosures describe the combined company’s operations and outline risks related to integration of Dogehash, the company’s strategic plans, competition, and its investment strategy focused on digital assets, including market volatility, cybersecurity, custody, regulatory changes, and stock price volatility. The report also contains extensive forward‑looking statement language emphasizing that actual results may differ materially from current expectations.

Datacentrex, Inc., formerly Thumzup Media Corporation, filed a current report to provide additional information related to its previously reported acquisition of Dogehash Technologies, Inc.. In that transaction, TZUP Merger Sub, Inc., a wholly owned subsidiary of Datacentrex, merged with and into Dogehash, leaving Dogehash as a wholly owned subsidiary of Datacentrex.

The company is now supplying an updated business description and updated risk factor discussion, which are included as Exhibits 99.1 and 99.2 and incorporated by reference. These disclosures describe the combined company’s operations and outline risks related to integration of Dogehash, the company’s strategic plans, competition, and its investment strategy focused on digital assets, including market volatility, cybersecurity, custody, regulatory changes, and stock price volatility. The report also contains extensive forward‑looking statement language emphasizing that actual results may differ materially from current expectations.

Datacentrex, Inc. (formerly Thumzup Media Corp) completed its merger with Dogehash Technologies, Inc., making Dogehash a wholly owned subsidiary effective December 15, 2025. To acquire all of Dogehash, the company issued 13,835,188 shares of common stock and 16,239.812 shares of Series D Convertible Preferred Stock, which are convertible into 16,329,812 common shares.

After the transaction, former Dogehash stockholders hold about 45.17% of outstanding common stock and 61.07% of voting power, with prior stockholders retaining the remainder. Leadership and the board were reshaped, with Parker Scott becoming Chief Executive Officer and Chairman and Robert Steele moving to Chief Financial Officer. The company also changed its name to Datacentrex, Inc., designated Series D preferred with ownership limits of 4.99% or 9.99%, and will trade on The Nasdaq Capital Market under the symbol DTCX starting December 16, 2025.

Thumzup Media Corporation reported results of its 2025 annual stockholder meeting held on December 8, 2025. Stockholders re-elected all five director nominees and ratified Haynie & Company as independent registered public accounting firm for the fiscal year ending December 31, 2025.

Owners also approved a change of control resulting from the planned acquisition of Dogehash Technologies, Inc., including issuance of TZUP common stock in excess of 19.99% of outstanding shares as required by Nasdaq rules. They adopted the 2025 Omnibus Equity Incentive Plan, reserving up to 7,000,000 shares of common stock, and approved issuance of 750,000 common shares to American Ventures LLC, Series XVIII DOGE TREAS under a financial advisory agreement, along with an adjournment proposal.

Thumzup Media Corp director reports rescission of prior stock grant. A company director filed a Form 4 reporting a transaction on November 14, 2025 involving 50,000 shares of Thumzup Media common stock. The filing shows a disposition of 50,000 shares of restricted stock, reflecting the rescission of a grant originally issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this adjustment, the reporting person beneficially owns 22,015 shares of Thumzup Media common stock directly.

Thumzup Media Corp (TZUP) reported an insider equity change by one of its directors on a Form 4. On November 14, 2025, the reporting person rescinded a prior grant of 50,000 shares of restricted common stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this rescission, the director beneficially owns 20,592 shares of Thumzup Media common stock directly.

Thumzup Media Corp (TZUP) filed a Form 4 disclosing that its Chief Financial Officer and director, Isaac Dietrich, rescinded a prior equity award. On November 14, 2025, the reporting person rescinded the grant of 50,000 shares of restricted stock that had been issued on August 4, 2025 under the company’s 2025 Equity Incentive Plan. After this adjustment, the insider beneficially owns 26,740 shares of common stock, held directly.

Thumzup Media (TZUP) filed a definitive proxy for its 2025 annual meeting to approve its acquisition of Dogehash Technologies. The deal will be effected via a subsidiary merger and a name change to Dogehash Technologies Holdings, Inc., with an anticipated Nasdaq ticker “XDOG.” Closing is conditioned on stockholder approval, Nasdaq approval, a fairness opinion, and customary conditions.

Key terms: Thumzup will issue 30,700,000 shares of restricted common stock (or Series D preferred with a Beneficial Ownership Limitation) to Doge stockholders. Because this exceeds 19.99% of outstanding shares and results in a change of control, approval is required under Nasdaq Listing Rules 5635(d) and 5635(b). As of the record date, 16,541,342 common shares were outstanding. Post‑closing, former Doge holders are expected to own about 59.2% of common stock and 63.7% of voting power.

Other proposals: approve a 2025 Omnibus Equity Incentive Plan reserving up to 7,000,000 shares; issue 750,000 shares to an advisor per an Advisory Agreement; elect directors; ratify the auditor; and permit meeting adjournment if needed. A $2,000,000 termination fee may apply to certain superior-offer scenarios. Meeting will be held virtually on December 8, 2025.