TZUP: American Ventures Reports 0% Ownership in Amend. 2 to 13G

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Prior 5 %+ shareholder reduced its stake to zero, potentially signaling waning confidence and adding selling pressure to TZUP shares.

Insights

Corporate Governance Analyst

TL;DR: Former 5% holder exits TZUP; neutral-to-slightly negative signal for sentiment.

American Ventures previously owned at least 5 % of Thumzup’s common stock; this amendment shows a full divestiture, leaving it with 0 voting or dispositive power. The move removes a concentrated owner, which can increase liquidity, but also suggests the investor no longer sees compelling near-term value. Because no new strategic holder replaces the position and no control issues arise, the filing is governance-neutral yet could exert modest selling pressure if the exit was via open-market sales.

FAQ

Why did American Ventures file Amendment No. 2 to Schedule 13G for TZUP?

Because its ownership dropped below the 5 % threshold, requiring an update disclosing 0 % beneficial ownership.

How many Thumzup Media (TZUP) shares does American Ventures now own?

The filing reports 0 shares and no voting or dispositive power.

What percentage of Thumzup Media’s common stock is represented by this holding?

0 %, down from more than 5 % in earlier filings.

Does the filing indicate any intent to influence control of Thumzup Media?

No. The certification states the securities were not held for the purpose of influencing control.

When was the reportable event that triggered this Schedule 13G amendment?

08/05/2025 was the date of the event requiring the filing.

Who signed the Schedule 13G/A on behalf of American Ventures?

Eric Newman, Manager of American Ventures Management LLC, signed on 08/06/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/06/2025 - 09:31 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Thumzup Media Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88604J103

(CUSIP Number)

08/05/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 88604J103

1

Names of Reporting Persons

American Ventures LLC, Series V TZUP I

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Thumzup Media Corporation
(b)	Address of issuer's principal executive offices: 10557-B Jefferson Blvd., Culver City, CA 90232
Item 2.
(a)	Name of person filing: American Ventures LLC, Series V TZUP I
(b)	Address or principal business office or, if none, residence: 110 Front Street, Suite 300, Jupiter, Florida 33477
(c)	Citizenship: Delaware, United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 88604J103
Item 4.	Ownership
(a)	Amount beneficially owned: 0 shares of common stock.
(b)	Percent of class: 0%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

American Ventures LLC, Series V TZUP I

Signature:	/s/ Eric Newman
Name/Title:	Eric Newman, Manager of American Ventures Management LLC, Manager of American Ventures LLC, Series V TZUP I
Date:	08/06/2025