THUMZUP MEDIA Corp Files 8-K
Ticker: DTCX · Form: 8-K · Filed: Jan 7, 2025 · CIK: 1853825
| Field | Detail |
|---|---|
| Company | Thumzup Media CORP (DTCX) |
| Form Type | 8-K |
| Filed Date | Jan 7, 2025 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $1,000,020, $102,220, $38,000, $106,000, $400 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: 8-K, filing, corporate-event
TL;DR
THUMZUP MEDIA Corp (THMZ) filed an 8-K on Jan 6, 2025, reporting 'Other Events'.
AI Summary
On January 6, 2025, THUMZUP MEDIA Corporation filed an 8-K report. The filing indicates "Other Events" as the primary item of disclosure. The company is incorporated in Nevada and its principal executive offices are located in Los Angeles, California.
Why It Matters
This 8-K filing signals a material event or change for THUMZUP MEDIA Corp, requiring disclosure to investors.
Risk Assessment
Risk Level: low — The filing is a standard 8-K for 'Other Events' and does not contain specific financial or operational details that would immediately indicate high risk.
Key Numbers
- 001-42388 — SEC File Number (Identifies the company's filing history with the SEC.)
- 20250106 — Report Date (The earliest date for which events are reported in this filing.)
Key Players & Entities
- THUMZUP MEDIA Corporation (company) — Registrant
- Nevada (jurisdiction) — State of Incorporation
- Los Angeles, CA (location) — Principal Executive Offices
FAQ
What specific 'Other Events' are being reported by THUMZUP MEDIA Corporation?
The provided text does not specify the nature of the 'Other Events'; it only indicates that this is the item being reported under the 8-K filing.
When was the 8-K report filed?
The 8-K report was filed on January 7, 2025, and the date of the earliest event reported is January 6, 2025.
What is THUMZUP MEDIA Corporation's principal executive office address?
The principal executive offices are located at 11845 W. Olympic Blvd., Ste 1100W #13, Los Angeles, CA 90064.
In which state is THUMZUP MEDIA Corporation incorporated?
THUMZUP MEDIA Corporation is incorporated in Nevada.
What is the company's SEC file number?
The company's SEC file number is 001-42388.
Filing Stats: 4,609 words · 18 min read · ~15 pages · Grade level 17.9 · Accepted 2025-01-07 09:45:07
Key Financial Figures
- $1,000,020 — s") purchased 9.783 Bitcoin ("BTC") for $1,000,020, an average price of $102,220 per Bitco
- $102,220 — C") for $1,000,020, an average price of $102,220 per Bitcoin, inclusive of fees and expe
- $38,000 — ly volatile asset that has traded below $38,000 per bitcoin and above $106,000 per bitc
- $106,000 — ded below $38,000 per bitcoin and above $106,000 per bitcoin on Coinbase in the 12 month
- $400 million — sset exchange and reportedly stole over $400 million in digital assets from customers. A suc
Filing Documents
- form8-k.htm (8-K) — 87KB
- ex10-1.htm (EX-10.1) — 345KB
- 0001493152-25-001135.txt ( ) — 670KB
- tzup-20250106.xsd (EX-101.SCH) — 3KB
- tzup-20250106_lab.xml (EX-101.LAB) — 33KB
- tzup-20250106_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 3KB
From the Filing
UNITED 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): January 6, 2025 THUMZUP MEDIA CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Nevada 001-42388 85-3651036 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 11845 W. Olympic Blvd. , Ste 1100W #13 Los Angeles , CA 90064 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 403-6150 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 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)) 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. Securities registered pursuant to Section 12(b) of the Act: None Item 8.01. Other Events. On January 6, 2025, Thumzup Media Corporation (the "Company," "Thumzup," "we," or "us") purchased 9.783 Bitcoin ("BTC") for $1,000,020, an average price of $102,220 per Bitcoin, inclusive of fees and expenses ("BTC Investment"). The Company's Management has requested authorization from its Board of Directors to hold up to 90% of its liquid assets in Bitcoin. Coinbase Prime serves as custodian and provides self-custodial wallet services for the Company's BTC holdings. The Form of Coinbase Prime Broker Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. Thumzup expects to begin paying gig-economy workers in BTC in the coming weeks, in compliance with all applicable laws and regulations. In connection with the BTC Investment, the Company is supplementing the risk factors previously disclosed in its Quarterly Report on Form 10-Q for the three months ended September 30, 2024 (the "Q3 2024 Form 10-Q") with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the Q3 2024 Form 10-Q. Risks related to our Bitcoin Acquisition Strategy WE ARE NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 AND STOCKHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN A REGISTERED INVESTMENT COMPANY NOR THE PROTECTIONS AFFORDED BY THE COMMODITIES EXCHANGE ACT. Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin Our bitcoin acquisition strategy may expose us to various risks associated with bitcoin, including the following: Bitcoin is a highly volatile asset. Bitcoin is a highly volatile asset that has traded below $38,000 per bitcoin and above $106,000 per bitcoin on Coinbase in the 12 months preceding the date of this Current Report on Form 8-K. The trading price of bitcoin was significantly lower during prior periods, and such decline may occur again in the future. Bitcoin does not pay interest or dividends. Bitcoin does not pay interest or other returns and we can only generate cash from our bitcoin holdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin holdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin holdings, and any such strategies may subject us to additional risks. Our bitcoin acquisition strategy has not been tested. This bitcoin acquisition strategy has not been tested. Although we believe bitcoin, due to its limited supply, has the potential to serve as a hedge against inflation in the long term, the short-term price of bitcoin declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our bitcoin acquisition strategy or actions we undertake to implement it. If bitcoin prices were to decrease or our bitcoin acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market pri