UNITED STATES
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 21, 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 21, 2025, Thumzup Media Corporation (the “Company,” “Thumzup,” “we,” or “us”) purchased 9.323 Bitcoin (“BTC”) for $999,722, an average price of $107,231 per Bitcoin, inclusive of fees and expenses (“BTC Investment”).
As of January 21, 2025, Thumzup holds 19.106 Bitcoin at an average price of $104,650 per BTC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: | January 27, 2025 | THUMZUP MEDIA CORPORATION | |
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| By: | /s/ Robert Steele | |
| Name: | Robert Steele | ||
| Title: | Chief Executive Officer (Principal Executive Officer) | ||
