THUMZUP MEDIA Corp Files S-1 Registration

TL;DR

THUMZUP MEDIA Corp just filed an S-1, looks like they're gearing up for an IPO.

AI Summary

THUMZUP MEDIA Corp filed an S-1 registration statement on May 30, 2024. The company, incorporated in Nevada with its principal business address in Los Angeles, CA, is involved in computer processing and data preparation services. The filing includes financial data for periods ending December 31, 2021, 2022, and 2023, as well as interim periods in 2023 and 2024, detailing preferred stock (Series A and B) and common stock information.

Why It Matters

This S-1 filing indicates THUMZUP MEDIA Corp is preparing to offer its securities to the public, which could lead to significant changes in its capital structure and market presence.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries risks associated with market reception and operational scaling.

Key Numbers

• 1231 — Fiscal Year End (Indicates the company's financial year concludes on December 31st.)
• 2021-2023 — Financial Reporting Periods (Covers historical financial data presented in the filing.)

Key Players & Entities

• THUMZUP MEDIA Corp (company) — Filer of the S-1 registration statement
• 0001493152-24-021985.txt (document) — Accession number for the filing
• May 30, 2024 (date) — Filing date of the S-1
• Los Angeles, CA (location) — Business and mailing address of the company
• 310-237-2887 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.001 — ng of [_______] shares of common stock, $0.001 par value per share of Thumzup Media Co
• $ — icated, all references to "dollars," "US$," or "$" in this prospectus are to Unit
• $148 billion — eir products to their friends. In 2023, $148 billion was spent on digital display ads in the
• $1.00 — per screened post which may range from $1.00 to $1,000.00. The Thumzup platform enab
• $1,000.00 — ened post which may range from $1.00 to $1,000.00. The Thumzup platform enables the Adver
• $10 — 100,000 posts from Thumzup, to pay out $10 per post to Thumzup Creators, would pur
• $13.00 — Creators, would purchase the posts for $13.00 each or $1,300,000. The Creators in thi
• $1,300,000 — d purchase the posts for $13.00 each or $1,300,000. The Creators in this illustration woul
• $1,000,000 — s illustration would receive a total of $1,000,000 and Thumzup would retain $300,000 for i
• $300,000 — of $1,000,000 and Thumzup would retain $300,000 for its services. The Thumzup platform
• $0.006 — but at list price this would have been $0.006 per reach, which is below many citation

Filing Documents

• forms-1.htm (S-1) — 1914KB
• ex3-3.htm (EX-3.3) — 129KB
• ex10-10.htm (EX-10.10) — 106KB
• ex10-11.htm (EX-10.11) — 106KB
• ex14-1.htm (EX-14.1) — 71KB
• ex23-2.htm (EX-23.2) — 4KB
• ex99-1.htm (EX-99.1) — 63KB
• ex99-2.htm (EX-99.2) — 43KB
• ex99-3.htm (EX-99.3) — 19KB
• ex99-4.htm (EX-99.4) — 45KB
• ex99-5.htm (EX-99.5) — 20KB
• ex107.htm (EX-FILING FEES) — 24KB
• forms-1_001.jpg (GRAPHIC) — 3KB
• forms-1_002.jpg (GRAPHIC) — 1KB
• forms-1_003.jpg (GRAPHIC) — 26KB
• forms-1_004.jpg (GRAPHIC) — 15KB
• forms-1_005.jpg (GRAPHIC) — 30KB
• forms-1_006.jpg (GRAPHIC) — 15KB
• forms-1_007.jpg (GRAPHIC) — 23KB
• forms-1_008.jpg (GRAPHIC) — 26KB
• forms-1_009.jpg (GRAPHIC) — 15KB
• forms-1_010.jpg (GRAPHIC) — 30KB
• forms-1_011.jpg (GRAPHIC) — 15KB
• forms-1_012.jpg (GRAPHIC) — 23KB
• form10-k_001.jpg (GRAPHIC) — 33KB
• form10-k_002.jpg (GRAPHIC) — 15KB
• 0001493152-24-021985.txt ( ) — 7820KB
• tzup-20240331.xsd (EX-101.SCH) — 28KB
• tzup-20240331_cal.xml (EX-101.CAL) — 53KB
• tzup-20240331_def.xml (EX-101.DEF) — 200KB
• tzup-20240331_lab.xml (EX-101.LAB) — 257KB
• tzup-20240331_pre.xml (EX-101.PRE) — 242KB
• forms-1_htm.xml (XML) — 875KB

Risk Factors

Risk Factors 11 Special Note Regarding Forward-Looking Statements 21

Use of Proceeds

Use of Proceeds 22 Dividend Policy 22 Capitalization 23

Dilution

Dilution 23 Market for Common Equity and Related Shareholders Materials 24

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 24

Business

Business 27 Management 38

Executive Compensation

Executive Compensation 41 Principal Shareholders 44 Certain Relationships and Related Transactions 47

Description of Securities

Description of Securities 49 Shares Eligible for Future Sale 51 Material U.S. Federal Income Tax Consequences To Holders Of The Securities 53

Underwriting

Underwriting 57 Legal Matters 61 Experts 61 Where You Can Find More Information 61 Index to Financial Statements F-1 Through and including [_______], 2024 all dealers effecting transactions in our securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter with respect to an unsold allotment or subscription. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based on our management's knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. S

Business

Business Model Advertisers purchase an ad campaign on the Thumzup advertiser dashboard website. Once the Advertiser approves a post for payment, the platform facilitates the payment to Creators' a monetary amount per screened post which may range from $1.00 to $1,000.00. The Thumzup platform enables the Advertiser to screen posts so that the Advertiser only pays for posts that are commercially valuable and rewards Creators for posts that have images and text that represent the Advertiser in a positive manner. Per Post Fee . Thumzup Advertisers are charged a "Per Post Fee." By way of illustration, an Advertiser that buys 100,000 posts from Thumzup, to pay out $10 per post to Thumzup Creators, would purchase the posts for $13.00 each or $1,300,000. The Creators in this illustration would receive a total of $1,000,000 and Thumzup would retain $300,000 for its services. The Thumzup platform would facilitate 100,000 posts for the Advertiser from Thumzup Creators sharing with their friends about their endorsed products on social media. Value Proposition The Thumzup App is designed to generate scalable social media authentic social media content for Advertisers. It is designed to connect Advertisers with individuals who are willing to authentically promote their products online. The Company envisions that many gig economy workers will be ideal candidates to become Creators posting on Thumzup. Imagine a gig economy driver waiting for their next fare who takes a moment to post about the good experience they had at their lunch spot where they are waiting. Imagine a gig economy worker on a laptop at a coffee shop doing a graphic design project from a gig economy site who takes a moment to post about the coffee shop where they are working on Thumzup. The Company believes that Thumzup can readily provide extra income for this existing pool of gig economy workers. The Company believes these gig economy workers will be able to provide quality Thumzup posts on social media

View Full Filing

View this S-1 filing on SEC EDGAR