Compensation and Benefits - The Executive's base salary is set at an annual rate of not less than $450,000, payable in equal installments[8]. - The Executive is eligible for an annual bonus with a target equal to 100% of the base salary, contingent on performance goals[9]. - The Executive will receive an initial long-term award of 1,250,000 shares of restricted common stock under the 2025 Omnibus Incentive Plan[10]. - The Executive is entitled to four weeks of paid time off per calendar year, prorated for partial years[12]. - The Executive will have the right to participate in the Company's employee benefit plans during the term[11]. Termination and Severance - Upon termination without cause, the Executive will receive a severance payment equal to one times the sum of the base salary and target annual bonus[20]. - In the event of termination due to death or disability, the Executive's estate will receive accrued benefits including unpaid base salary and a pro rata annual bonus[17]. - All unvested equity grants will immediately vest upon termination without cause or for good reason[20]. - The Company may terminate the Executive's employment without Cause with 60 days' prior written notice[23]. - The Severance Payment upon a CIC Qualifying Termination shall be equal to two times the sum of the Executive's Base Salary and Target Annual Bonus[23]. - The Pro Rata Annual Bonus will be calculated based on "target" level performance and paid 60 days following the Termination Date[23]. - The Executive may terminate employment without Good Reason with 30 days' prior written notice, receiving only Accrued Benefits[27]. - The payment of Severance Benefits is conditioned upon the Executive's execution of a general release of claims within 52 days following termination[28]. - The Executive is not obligated to seek other employment, and there will be no offset against amounts due from subsequent employment[29]. Confidentiality and Intellectual Property - The Executive agrees to maintain confidentiality regarding Company information during and after employment[31]. - All inventions created by the Executive during employment will belong exclusively to the Company[37]. - The Executive agrees to inform the Company of any conflicts between their work and obligations to preserve confidentiality[41]. - The Executive acknowledges that the restraints imposed are reasonable for the protection of the Company and its Confidential Information[42]. Legal and Tax Considerations - The Company agrees to indemnify the Executive against damages and costs arising from claims related to their service[48]. - The Executive is permitted to report possible violations of federal law without prior authorization from the Company[49]. - The Company shall withhold applicable federal, state, and local taxes from any amounts payable under the Agreement[65]. - The intent of the parties is for payments and benefits under the Agreement to comply with Internal Revenue Code Section 409A[66]. - The Executive's right to receive any installment payments is treated as a series of separate and distinct payments[69]. - Payments that constitute "nonqualified deferred compensation" under Code Section 409A cannot be offset by any other amount unless permitted[70]. - If a payment is deemed a "parachute payment" under Section 280G, it will be reduced to avoid excise tax, ensuring the Executive receives the greater after-tax economic benefit[71]. - The Company will appoint a recognized accounting firm or consultancy to determine necessary reductions to payments that may qualify as "parachute payments"[74]. Definitions and Conditions - "Good Reason" for resignation includes a material reduction in Base Salary or target Annual Bonus opportunity exceeding 10%[81]. - The "Restricted Period" for the Executive is defined as 12 months following the termination of employment[82]. - "Change in Control" excludes the Company's emergence from chapter 11 bankruptcy[78]. - The definition of "Affiliate" includes any entity controlled by or under common control with the Company[75]. - "Disability" refers to eligibility for long-term disability payments under the Company's program[80]. - "Confidential Information" excludes publicly available information and knowledge possessed by the Executive prior to employment[79].

Core Viewpoint - Thumzup Media Corporation has successfully completed the acquisition of Dogehash Technologies, marking a significant step in its transformation into a digital infrastructure company focused on blockchain mining and digital asset management [1][3][4]. Acquisition Details - The acquisition was approved by Thumzup's shareholders on December 8, 2025, and received all necessary approvals from Nasdaq, allowing the transaction to close [2]. - The combined entity will operate under the name "Datacentrex, Inc." with its common stock expected to trade on Nasdaq under the ticker symbol DTCX starting December 16, 2025 [2]. Strategic Positioning - The merger combines Dogehash's mining assets and infrastructure expertise with Thumzup's public company platform, positioning Datacentrex to pursue scalable, cash-flow-generating opportunities in digital asset infrastructure and next-generation computing [4]. - Dogehash operates approximately 3,100 Scrypt ASIC miners across four data centers in North America, with plans to expand the fleet to over 4,100 miners by deploying an additional 1,000 ASIC miners in the first half of 2026 [5]. Growth Expectations - The company anticipates continued growth in digital asset production through 2026, driven by energy-efficient hardware, low-cost power sourcing, and a scalable infrastructure [6]. - Datacentrex aims to maintain a diversified digital asset treasury, including Dogecoin, Litecoin, and Bitcoin, to generate yield from its mining operations [10]. Leadership and Governance - The leadership team of Datacentrex includes Parker Scott as CEO and Robert Steele as CFO, with a reconstituted Board of Directors featuring independent directors with extensive experience in digital infrastructure and public company governance [7][9][10]. - Newly appointed independent directors include Christopher R. Moe and Dr. Allan Evans, who bring significant leadership experience from Nasdaq- and NYSE-listed companies [8][10].

Core Insights - Thumzup Media Corporation is transitioning from a social advertising startup to a diversified operator in digital-asset infrastructure, data-center capacity, and next-generation computation [1][7] - The company raised $50 million in August 2025, increasing its total assets to $52 million, enabling it to pursue acquisitions and infrastructure buildouts [2] - Thumzup's acquisition of Dogehash Technologies, which has an annualized EBITDA of approximately $2.86 million, is a key part of its expansion strategy [3][5] Financial Position - The $50 million raised in the public offering provides Thumzup with the necessary scale and capital resources for growth [2] - The acquisition of Dogehash is expected to enhance Thumzup's operational efficiency and revenue capacity [4][5] Acquisition Strategy - The pending acquisition of Dogehash Technologies is aimed at expanding Thumzup's capabilities in industrial-scale mining and blockchain infrastructure [3][10] - Dogehash's recent purchase of 2,500 ASIC miners is expected to increase its active fleet to over 4,000 units by the end of 2025, enhancing its hash rate and revenue potential [4] Operational Expansion - Thumzup's strategy includes generating consistent cash flow and participating in emerging technologies, positioning the company for a significant role in the digital economy [5][6] - The company is focusing on high-growth sectors such as quantum computing, real-world asset tokenization, and artificial intelligence [7]

Core Viewpoint - Thumzup Media Corporation plans to change its corporate name to Datacentrex, Inc. following the acquisition of Dogehash, with a new Nasdaq ticker symbol "DTCX" reserved for this transition [1][10]. Group 1: Company Strategy and Financial Position - The company has approximately $50 million in cash and aims to acquire additional cash flow positive technology businesses in high-growth sectors [2]. - The rebranding to Datacentrex reflects the company's new focus on digital infrastructure, blockchain, and data-center opportunities [2][10]. - The company is pursuing selective investments, partnerships, and acquisitions to drive innovation and value creation in sectors such as digital-asset infrastructure and artificial intelligence [4]. Group 2: Acquisition Details - The acquisition of Dogehash is subject to approval by Thumzup's stockholders, Nasdaq approval, and other customary closing conditions [9]. - A definitive Proxy Statement and related materials have been filed with the SEC regarding the proposed acquisition, which stockholders are encouraged to read carefully [11].

Core Insights - Thumzup Media Corporation is transitioning from its AdTech origins to a diversified enterprise focusing on digital assets, data centers, quantum-class technologies, real-world asset tokenization, and artificial intelligence [1][8] Company Overview - Thumzup Media Corporation, initially known for its Thumzup app, is now pursuing enterprise-scale partnerships and integrations with major social networks to enhance monetization [2] - The company reported over $52 million in assets and $44 million in cash as of September 30, 2025, providing significant financial flexibility [3] Strategic Moves - Thumzup is in the process of acquiring Dogehash Technologies, a blockchain operator specializing in Scrypt-algorithm mining for cryptocurrencies like Dogecoin and Litecoin, which is expected to enhance its competitive position in the crypto mining sector [4][5] - The acquisition is seen as a strategic entry into crypto mining and will provide infrastructure for growth in tokenization platforms, distributed computing, and AI model hosting [5][6] Future Outlook - Upon completion of the acquisition, Thumzup aims to redefine itself as a company operating at the intersection of marketing technology, digital-asset infrastructure, and advanced computing [6] - The transformation of Thumzup is anticipated to attract investor interest as it seeks to scale across various sectors within the digital economy [7]

Core Insights - Thumzup Media Corporation has significantly enhanced its financial position, reporting approximately $52 million in assets, a more than 1800% increase over the previous quarter, primarily due to a stock offering priced at $10.00 per share [2][4][5] - The company is transitioning from a social-media marketing platform to a diversified technology-driven enterprise, aiming to generate sustained positive cash flow and explore various high-growth sectors [5][18] Financial Position - Thumzup's assets grew to approximately $52 million, with cash and cash equivalents accounting for about $44 million, up from $60,000 at the end of the previous quarter [2][7] - The capital infusion resulted in approximately 35% dilution to shareholders, providing the company with strategic flexibility for expansion [4][5] Strategic Initiatives - The company plans to selectively deploy capital for internal development, acquisitions, or strategic partnerships, focusing on cash-flow-positive opportunities in data center operations, cryptocurrency, and AI [6][9] - Thumzup is evaluating potential acquisitions and investments in digital-asset infrastructure, quantum-computing technologies, and tokenization of real-world assets [8][10] Acquisition of Dogehash Technologies, Inc. - The acquisition of Dogehash Technologies, an industrial-scale blockchain infrastructure operator, is a pivotal part of Thumzup's strategy, expected to enhance operational momentum and revenue growth [10][11] - Dogehash generated $2,088,212 in revenue between March 22 and June 30, 2025, with a significant portion occurring in the April to June period [11][12] - The independent valuation of Dogehash suggests a standalone equity value between $62 million and $199 million, reinforcing the strategic soundness of the acquisition [13] Operational Expansion - Dogehash has expanded its operational capacity by acquiring additional ASIC miners, increasing its fleet to 3,100 active miners, with expectations to exceed 4,000 by the end of 2025 [14][15] - This expansion is anticipated to enhance hash rate, revenue capacity, and asset-backed earnings potential for Thumzup [15] Advertising Platform Enhancement - Thumzup is exploring initiatives to refine its advertising platform, aiming to shift focus from small-business advertisers to enterprise-scale brands for higher spending and margins [16][17] - Potential partnerships with major social-media platforms are being evaluated to integrate Thumzup's monetization engine, which could expand reach and accelerate user adoption [16][17]

Revenue Performance - Revenues for the three months ended September 30, 2025, increased to $385 from $150 in 2024, representing a growth of 156.67%[152] - For the nine months ended September 30, 2025, revenues decreased to $551 from $585 in 2024, a decline of 5.81%[157] Operating Expenses - Operating expenses surged to $10,595,334 in Q3 2025 from $442,847 in Q3 2024, marking an increase of 2,292.55%[154] - Operating expenses for the nine months ended September 30, 2025, rose to $13,990,290 from $1,300,292 in 2024, an increase of 975.93%[159] Net Loss - Net loss attributable to common stockholders for Q3 2025 was $10,452,579, compared to $464,837 in Q3 2024, an increase of 2,148.55%[156] - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was $13,800,895, compared to $1,346,269 in 2024, an increase of 925.12%[162] Cash Position - As of September 30, 2025, the company had cash of $44,080,451, significantly up from $4,680,840 as of December 31, 2024[162] - Net cash used in operating activities for the nine months ended September 30, 2025, was $4,959,872, compared to $1,053,175 in 2024[164] - The company invested $6,761,950 in net cash used in investing activities for the nine months ended September 30, 2025, compared to $177,017 in 2024[165] Financing Activities - The Company raised $805,000 in a Series B Preferred offering, with each share costing $50 and convertible into 10 shares of common stock[174] - The Series B Preferred pays a quarterly dividend of 10%, amounting to $1.25 per share[178] - Upon up-listing to Nasdaq, the conversion price for Series B Preferred was set at $4.00 per share, eliminating downside price protections[176] - The Series C Preferred Stock was designated with 200,000 shares at a stated value of $60.00 each, convertible into 10 shares of common stock[182] - The Company sold 108,333 shares of Series C Preferred Stock for gross proceeds of approximately $6.5 million, netting about $6.04 million after fees[186] - The August 2025 Offering raised approximately $50 million from the sale of 5,000,000 shares of common stock[189] - The Company incurred a 7% cash fee and a 1% fee for non-accountable expenses related to the August 2025 Offering[190] Risks and Uncertainties - The Company is subject to risks from geopolitical conflicts and market volatility, which could adversely impact operations[196] - The Company has no assurance of obtaining additional financing if future operational funds are insufficient[193] Accumulated Deficit - The accumulated deficit increased to $(23,492,603) as of September 30, 2025, from $(9,691,708) as of December 31, 2024[163] Loan Agreements - The Company entered into a Master Loan Agreement with Coinbase for loans of digital assets or cash, with terms to be mutually agreed upon[191]

Core Insights - Thumzup Media is exploring the integration of Dogecoin (DOGE) reward payments into its app to enhance user experience and reduce transaction fees [1][2] - The CEO of Thumzup highlighted that successful integration of DOGE could improve unit economics and attract a wider crypto-friendly creator base [2] - The company has previously connected with Dogecoin by considering expansions of its Bitcoin treasury into alternative digital assets [3] Company Developments - Thumzup raised $50 million to expand its digital asset treasury and agreed to acquire Dogecoin mining firm Dogehash in an all-stock deal [3] - A $2.5 million loan was provided to Dogehash to enhance its Dogecoin mining suite ahead of the acquisition [4] - Thumzup's stock (TZUP) experienced a decline of over 5%, closing at $5.00, despite a year-to-date gain of approximately 46% and a recent announcement of a $10 million stock buyback program [4] Market Context - Dogecoin (DOGE) is currently trading at $0.197, having decreased by around 3% in the last 24 hours and 24% over the past week, marking it as the largest loser among the top 10 assets [5] - The current price of DOGE is 73% lower than its all-time high of $0.73 reached in 2021 [5]

Core Viewpoint - Thumzup Media Corporation is exploring the integration of Dogecoin (DOGE) as an alternative payout mechanism within its Thumzup app, aiming to enhance its rewards infrastructure and expand its creator monetization model across various regions [1][2][3]. Group 1: Integration of Dogecoin - The introduction of Dogecoin as a rewards option is expected to bypass traditional banking systems, reduce transaction costs, and facilitate near-instant settlement of micro-payments globally [2][3]. - The company views DOGE as a complementary addition to its existing cash reward system rather than a complete replacement [2][3]. - The integration aligns with Thumzup's mission to democratize social media monetization, leveraging Dogecoin's speed, low fees, and community appeal [7]. Group 2: Potential Benefits - Internal assessments indicate that integrating Dogecoin could preserve more reward value for creators by minimizing intermediary costs [3]. - Faster settlement times may enhance user satisfaction and participation, potentially attracting a broader, crypto-friendly creator base [3]. - Dogecoin's design is well-suited for frequent, low-value transfers, making it a fitting choice for Thumzup's pay-per-post model [3]. Group 3: Strategic Initiatives - This initiative builds on Thumzup's existing digital asset and treasury strategies, which include Bitcoin holdings and exposure to other prominent cryptocurrencies [4][5]. - The company has not set a firm timeline for the deployment of DOGE, as any rollout will depend on successful technical validation, regulatory guidance, and pilot testing [4]. - Thumzup's Board of Directors has authorized a strategic expansion of its treasury strategy to include leading cryptocurrencies, reinforcing its commitment to financial agility and innovation [5].

Core Insights - The cryptocurrency sector is gaining mainstream legitimacy, with significant players like Thumzup Media Corporation (Nasdaq: TZUP) and American Bitcoin Mining Corp. (Nasdaq: ABTC) emerging as key contributors to this evolution [4][13] - BlackRock's iShares Bitcoin Trust (Nasdaq: IBIT) has become the most profitable ETF ever, with nearly $100 billion in assets and $245 million in fees, highlighting the institutional embrace of Bitcoin [4][14] Company Developments - Thumzup Media Corporation is pivoting towards digital innovation, recently appointing Chris Ensey, a crypto veteran, to its Board of Directors ahead of its merger with Dogehash Technologies [4][8] - The company has acquired approximately 7.5 million Dogecoin tokens valued at around $2 million, aligning with the anticipated launch of DOGE ETFs [14][15] - Ensey's extensive experience in technology and risk mitigation is expected to guide Thumzup's growth and innovation strategy post-merger [9][11] Industry Trends - The landscape of prominent figures in the cryptocurrency sector is shifting, with new entrants like the Trump family making significant moves through American Bitcoin Mining Corp. [5][7] - The approval of Bitcoin ETFs, particularly BlackRock's, marks a significant milestone in the sector's path to legitimacy, attracting institutional investors [14] - The increasing recognition of Dogecoin, supported by the expected launch of DOGE ETFs, is seen as a transformative moment for the digital asset landscape [15]