THUMZUP MEDIA CORPORATION SEC Filings

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.

Thumzup Media Corporation reported that its Board of Directors, following a recommendation from the Compensation Committee, approved an immediate one-time bonus of $10,000 on August 15, 2025 for Chief Financial Officer Isaac Dietrich. The bonus was granted in recognition of his exemplary performance for the company.

Thumzup Media Corporation completed a registered best-efforts offering of 5,000,000 shares of common stock, generating approximately $50 million in gross proceeds. The company sold the shares under its effective Form S-3 registration statement and closed the offering with a placement agent engagement.

The company intends to use net proceeds to explore accumulation of cryptocurrencies and mining equipment, and for working capital and general corporate purposes. As compensation, Thumzup paid the placement agent a cash fee equal to 7% of the aggregate purchase price plus an additional 1% for non-accountable expenses, reimbursed out-of-pocket expenses including $150,000 of legal fees, and issued a placement agent warrant to purchase 350,000 shares at an exercise price of $10.00, exercisable after 180 days for a five-year term. Separately, the company entered a financial advisory agreement to receive crypto treasury advice in exchange for 750,000 advisory shares subject to stockholder approval and issued under Section 4(a)(2).

Thumzup Media Corporation is offering 5,000,000 shares of common stock at $10.00 per share for gross proceeds of $50,000,000, with expected net proceeds of approximately $45.7 million after fees and estimated expenses. The Placement Agent will receive a 7.0% cash fee ($3,500,000) and Placement Agent Warrants equal to 7.0% of the shares sold (350,000 warrants) exercisable at $10.00 per share beginning 180 days after issuance and expiring five years from issuance. The company registers 350,000 shares underlying those warrants. The offering does not guarantee full placement and delivery is expected on or about August 12, 2025.

The company reported cash of $1,035,179 and working capital of $905,928 as of March 31, 2025, a $1,262,389 cash outflow from operations in Q1 2025, and holds approximately 19.106 bitcoins. Thumzup has a $500,000 outstanding borrowing under a Master Loan Agreement with Coinbase collateralized by about $1.35 million of bitcoin. Auditors qualified their report on a going concern basis. Pre-offer common shares outstanding are 11,260,156 and post-offer outstanding are 16,260,156 (exercise of Placement Agent Warrants not given effect). The company trades on Nasdaq under TZUP and closed at $9.45 on August 11, 2025.

Thumzup Media Corporation has filed a preliminary prospectus supplement to offer common stock and optional pre-funded warrants and to register shares underlying placement agent warrants. The offering is being conducted with Dominari Securities LLC on a reasonable best-efforts basis and includes placement agent compensation of 7.0% cash of gross proceeds plus placement agent warrants equal to 7.0% of the securities sold. The company’s common stock trades on Nasdaq under TZUP and closed at $15.46 on August 8, 2025, with 11,260,156 shares outstanding prior to the offering.

The supplement discloses material financial constraints: auditors qualified their report on a going-concern basis, cash of $1,035,179 and working capital of $905,928 as of March 31, 2025, and cash used in operations of $1,262,389 for the quarter then ended. The company holds approximately 19.106 bitcoins (classified as indefinite-lived intangible assets) and has a $500,000 borrowing under a Master Loan Agreement with Coinbase collateralized by about $1.35 million of bitcoin. Proceeds are intended for cryptocurrency accumulation, mining equipment, general corporate purposes and working capital. Several numerical offering terms and aggregate sizes are left blank in this preliminary document.

Amendment No. 2 to Schedule 13G filed on 08/06/2025 discloses that American Ventures LLC, Series V TZUP I now holds 0 shares of Thumzup Media Corporation (Ticker: TZUP, CUSIP 88604J103), representing 0 % of the outstanding common stock.

The reporting person therefore falls below the 5 % ownership threshold that triggered prior Schedule 13G filings and reports no sole or shared voting or dispositive power. The accompanying certification states the securities were not acquired to influence control.

• Date of event requiring filing: 08/05/2025
• Reporting entity: American Ventures LLC, Series V TZUP I (Delaware, USA)
• Classification: OO (other)
• Implication: former significant shareholder has completely exited, increasing public float but possibly indicating reduced confidence.