Core Insights - Thumzup Media Corporation has made its first open-market purchase of Dogecoin, acquiring approximately 7.5 million tokens valued at around $2 million at a weighted average price of $0.2665, following a $50 million capital raise at $10 per share [1][2] - The anticipated launch of Dogecoin exchange-traded funds (ETFs) is expected to enhance institutional access and recognition of Dogecoin as a significant digital asset [1][2] - Thumzup is expanding its involvement in the Dogecoin ecosystem through the proposed acquisition of DogeHash, which operates 2,500 advanced mining rigs and has an additional 1,000 units on order [2][3] Company Strategy - The recent Dogecoin accumulation, along with mining initiatives and treasury strategy, reflects Thumzup's commitment to Dogecoin's evolution as both a community currency and a productive digital asset [2] - The company aims to strategically expand its treasury strategy to include leading cryptocurrencies such as Bitcoin, Dogecoin, and others, reinforcing its commitment to financial agility and innovation [4] Leadership Expansion - Thumzup has strengthened its leadership team by appointing Jordan Jefferson, CEO of DogeOS, and Alex Hoffman, Head of Ecosystem at DogeOS, to its Crypto Advisory Board, leveraging their expertise in blockchain ecosystems [3]

Core Insights - Dogecoin (DOGE) remains popular among retail investors, with speculation about its potential to reach $1, leading to interest in leveraged plays like Thumzup Media (TZUP) [1] - TZUP's pivot to large-scale Dogecoin mining could generate up to $103 million in annual revenue if DOGE hits the $1 mark [1] Company Overview - Thumzup Media is a U.S. software-as-a-service (SaaS) company based in Los Angeles, focusing on building a community for influencers and the gig economy through its app [3] - The company has a market cap of $90 million and has seen its shares rally approximately 61% in 2025 due to its strategic shift towards digital asset accumulation and mining [4] Financial Strategy - TZUP has completed significant capital raises and filed shelf offering documents to fund mining operations, treasury investments, and potential acquisitions, enhancing liquidity and growth expectations [5] - The company has announced a Bitcoin-accumulation plan and secured a Coinbase Prime-backed facility, positioning itself as a crypto-focused entity rather than just an ad-tech firm [4] Investor Interest - Investor interest in TZUP has been fueled by its connections to the Trump family, particularly with Donald Trump Jr. becoming a significant shareholder after acquiring 350,000 shares in mid-2025 [6] - The capital raises for TZUP have been managed by Dominari Securities, an investment bank with strong ties to the Trump family, adding a political dimension to its crypto ventures [6]

Core Viewpoint - Thumzup Media Corporation is undergoing a strategic transformation to become a leader in cryptocurrency mining, highlighted by a pending acquisition of DogeHash Technologies, a dedicated Dogecoin mining company [1][4][6]. Financial Strategy - Thumzup Media went public on Nasdaq in October 2024 with an $8.2 million offering at $5 per share, aiming to redefine social media marketing [2]. - The company has invested a total of $2 million in Bitcoin as part of its treasury strategy, with an initial investment of $1 million in January 2025 and a subsequent $1 million investment later that month [2][3]. - A $6.5 million capital raise at $6 per share in June 2025 and a $50 million offering at $10 per share in August 2025 have significantly strengthened the company's balance sheet [3][6]. Acquisition and Expansion - The acquisition of DogeHash will add 2,500 state-of-the-art mining rigs, with an additional 1,000 rigs ordered, positioning Thumzup to capitalize on the $10.5 billion cryptocurrency mining market, projected to grow to $22.6 billion by 2035 [4][5]. - The company aims to expand its mining fleet further with capital from recent offerings, targeting a substantial increase in revenue run-rate into 2026 and beyond [5][21]. Market Position and Growth Potential - The cryptocurrency mining sector is seen as a significant opportunity for value creation, with Dogecoin mining operations reported to be nearly three times more profitable than Bitcoin mining [9]. - Dogecoin's market capitalization exceeds $36 billion, with a daily trading volume of $4 billion, indicating strong market interest [10]. - Thumzup is positioned to become one of the few publicly traded, utility-scale Dogecoin miners, diversifying its revenue streams [8][12]. Strategic Partnerships and Advisory - The company has expanded its partnership with Coinbase Prime to establish a Bitcoin-backed credit facility, enhancing its ability to scale and pursue a diversified digital asset treasury strategy [15]. - A newly created crypto advisory board, led by Alex Hoffman, aims to leverage Dogecoin for lending, staking, and other yield-generating applications [16]. AdTech Platform Development - Thumzup's AdTech platform continues to grow, surpassing 34,000 approved social media posts and over 1,000 advertiser locations by August 2025, showcasing its potential in the digital marketing space [17].

Core Insights - Thumzup Media Corporation has appointed Alex Hoffman to its newly formed Crypto Advisory Board, enhancing its strategic focus on digital assets and ecosystem development [1][3] - Hoffman's experience includes leading ecosystem development at DogeOS, where he has been instrumental in creating yield-generating applications for Dogecoin [2][4] - The appointment aligns with Thumzup's pending merger with Dogehash, aiming to position the company as a leader in the Scrypt mining economy [3][5] Company Developments - Thumzup's recent capital raise of $50 million at $10 per share is intended to fuel its digital asset growth strategy [8] - The company plans to expand its treasury strategy beyond Bitcoin to include other leading cryptocurrencies such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin [6] - The merger with Dogehash, which operates approximately 2,500 Scrypt ASIC miners, is expected to enhance Thumzup's mining operations and contribute to the Dogecoin app ecosystem [5][6] Strategic Goals - Hoffman's advisory role will focus on aligning Thumzup's mining operations with DogeOS-powered yield strategies, including staking and DeFi integrations [4] - The company aims to attract more blockchain leaders and expand industry alliances, including collaborations with Coinbase [3][4] - Thumzup's commitment to enhancing the economics of its operations is expected to contribute to the broader growth of the Dogecoin ecosystem [4][5]

Core Viewpoint - Thumzup Media Corporation is acquiring Dogehash Technologies, Inc. in an all-stock transaction to create a leading Dogecoin mining platform, leveraging Dogecoin Layer-2 infrastructure to enhance miner economics and yield [1][5][6] Group 1: Acquisition Details - Thumzup will acquire 100% of Dogehash's shares, resulting in the issuance of 30.7 million shares of Thumzup stock to Dogehash shareholders [5] - The new entity will be named "Dogehash Technologies Holdings, Inc." and will trade under the symbol "XDOG" on Nasdaq [5] - The transaction is subject to customary terms and conditions, including shareholder approval expected in Q4 2025 [5] Group 2: Dogehash Operations - Dogehash operates approximately 2,500 Scrypt ASIC miners in North America, with plans to increase production by year-end 2025 and throughout 2026 [2] - The mining operations are based in a renewable-energy data center, aiming for significant Dogecoin and Litecoin block rewards with a low-cost, high-uptime footprint [3] Group 3: Market Position and Strategy - Dogecoin is a widely used cryptocurrency, known for its fast block times and low transaction fees, ranking among the largest by market capitalization [4] - The combined company aims to explore utility-driven use cases for Dogecoin, enhancing its application for everyday payments and rewards [6] - Thumzup's recent $50 million offering will support the expansion of its crypto strategies, including the acquisition of mining rigs and digital assets [5][9]

PART I – FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Presents Thumzup Media Corporation's unaudited consolidated financial statements and notes for Q2 2025 and FY 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | ASSETS (Unaudited) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :------------------ | | Cash | $60,430 | $4,680,840 | | Total current assets | $211,214 | $4,839,177 | | Digital assets, net | $2,046,942 | $- | | Capitalized software costs, net | $331,084 | $248,627 | | Total assets | $2,604,320 | $5,102,464 | | LIABILITIES & EQUITY | | | | Total current liabilities | $781,275 | $335,203 | | Total liabilities | $781,275 | $335,203 | | Total stockholders' equity | $1,823,045 | $4,767,261 | | Total liabilities and stockholders' equity | $2,604,320 | $5,102,464 | - The company's **cash** significantly decreased from **$4.68 million** at December 31, 2024, to **$60,430** at June 30, 2025. **Total assets** also saw a substantial reduction from **$5.10 million** to **$2.60 million** over the same period, while **total liabilities** increased from **$335,203** to **$781,275**[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | (Unaudited) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $15 | $30 | $166 | $435 | | Total Operating Expenses | $1,658,893 | $529,091 | $3,394,956 | $857,445 | | Loss From Operations | $(1,658,878) | $(529,061) | $(3,394,790) | $(857,010) | | Total Other Income (Expense) | $465,638 | $1,288 | $67,374 | $1,288 | | Net Loss | $(1,193,240) | $(527,773) | $(3,327,416) | $(855,722) | | Net Loss Attributable to Common Stockholders | $(1,193,229) | $(550,717) | $(3,348,316) | $(881,432) | | Net Loss Per Common Share (Basic & Diluted) | $(0.12) | $(0.07) | $(0.35) | $(0.11) | - The company experienced a significant increase in **net loss**, with the **net loss attributable to common stockholders** rising by **116.69%** for the three months ended June 30, 2025, and by **279.87%** for the six months ended June 30, 2025, compared to the prior year periods. This was primarily driven by a substantial increase in **operating expenses**, particularly **sales and marketing**, and **general and administrative costs**[11](index=11&type=chunk)[145](index=145&type=chunk)[150](index=150&type=chunk) [Condensed Consolidated Statements of Changes in Stockholder's Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholder%27s%20Equity) | Stockholders' Equity (Unaudited) | June 30, 2025 | December 31, 2024 | | :------------------------------- | :------------ | :------------------ | | Preferred Stock - Series A | $159 | $153 | | Preferred Stock - Series B | $1 | $16 | | Common Stock | $9,678 | $9,401 | | Treasury stock, at cost | $(298,207) | $- | | Additional paid in capital | $15,151,438 | $14,449,399 | | Accumulated deficit | $(13,040,024) | $(9,691,708) | | Total stockholders' equity | $1,823,045 | $4,767,261 | - **Total stockholders' equity** decreased from **$4,767,261** at December 31, 2024, to **$1,823,045** at June 30, 2025, primarily due to a significant increase in **accumulated deficit** from **$(9,691,708)** to **$(13,040,024)** and the repurchase of **treasury stock** totaling **$298,207**[9](index=9&type=chunk)[15](index=15&type=chunk)[154](index=154&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flows (Unaudited) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,664,485) | $(675,323) | | Net cash used in investing activities | $(2,157,718) | $(126,665) | | Net cash provided by financing activities | $201,793 | $941,226 | | Net (decrease) increase in cash | $(4,620,410) | $139,238 | | Cash, end of period | $60,430 | $398,450 | - The company experienced a substantial **net decrease in cash** of **$4,620,410** for the six months ended June 30, 2025, compared to a net increase of **$139,238** in the prior year. This was driven by increased **cash** usage in **operating activities** (up **294%** YoY) and significant investments in digital assets (Bitcoin) and capitalized software costs[18](index=18&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 - Business Organization and Nature of Operations](index=11&type=section&id=Note%201%20-%20Business%20Organization%20and%20Nature%20of%20Operations) - Thumzup Media Corporation, incorporated in Nevada in 2020, operates as a software-as-a-service provider connecting businesses with consumers to incentivize social media posts about products/services via its proprietary mobile app. The company aims to democratize social media marketing by enabling non-professional individuals to promote products[20](index=20&type=chunk)[123](index=123&type=chunk) - The company is an 'emerging growth company' and has elected to comply with reduced public company reporting requirements[22](index=22&type=chunk)[126](index=126&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) [Basis of Presentation - Unaudited Interim Financial Information](index=11&type=section&id=Basis%20of%20Presentation%20-%20Unaudited%20Interim%20Financial%20Information) - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules (Form 10-Q, Article 8 of Regulation S-X), reflecting all necessary recurring accruals[23](index=23&type=chunk) [Use of Estimates](index=11&type=section&id=Use%20of%20Estimates) - Financial statements require management's judgment and estimates, which can materially affect reported amounts. Significant estimates include the valuation allowance for deferred tax assets, and actual results may differ[25](index=25&type=chunk) [Alleviation of Going Concern](index=12&type=section&id=Alleviation%20of%20Going%20Concern) - Despite significant losses and **cash** used in operations for the three and six months ended June 30, 2025, the company's going concern doubt was alleviated by an approximately **$6.5 million** equity financing from **Series C Convertible Preferred Stock** in July 2025, providing sufficient **cash** for at least one year[26](index=26&type=chunk) [Cash and Cash Equivalents](index=12&type=section&id=Cash%20and%20Cash%20Equivalents) | Cash and Cash Equivalents | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ |

Core Viewpoint - Thumzup (TZUP), a US social media company, has completed a secondary public offering raising approximately $50 million to expand into cryptocurrency mining and acquire a diversified digital asset reserve including BTC, ETH, SOL, XRP, and LTC [1] Group 1 - The secondary public offering was executed under an effective shelf registration arrangement [1] - The company expects to net approximately $46.5 million after expenses from this offering [1] - Donald Trump Jr. was one of the largest individual selling shareholders, holding about 350,000 shares prior to the offering [1] Group 2 - The funds raised will be used for acquisitions in the cryptocurrency mining sector [1] - The diversified digital asset reserve will include major cryptocurrencies such as Bitcoin (BTC), Ethereum (ETH), Solana (SOL), Ripple (XRP), and Litecoin (LTC) [1]

Core Insights - Thumzup Media Corporation has successfully raised $50 million at a price of $10 per share, with the funds intended for diversifying cryptocurrency holdings and acquiring advanced mining rigs [2][3] - The company has established a Bitcoin-backed credit facility with Coinbase Prime, allowing for flexible, non-dilutive capital to support its Digital Asset Treasury strategy [3][4] - Thumzup is authorized to allocate up to 90% of its liquid assets to cryptocurrencies, positioning itself as one of the most aggressive in terms of asset allocation among publicly traded companies [3][6] Strategic Partnerships - The expansion of the collaboration with Coinbase Prime enhances Thumzup's capabilities in crypto accumulation and mining, leveraging Coinbase's institutional-grade trading and financing solutions [4][6] - Coinbase Prime will continue to act as Thumzup's custodian and prime broker, providing a secure platform for executing trades and managing risks [4] Business Model and Innovation - Thumzup operates a proprietary platform that allows users to earn cash for sharing branded content on social media, integrating digital marketing with financial innovation [5] - The company is diversifying its treasury strategy beyond Bitcoin to include other leading cryptocurrencies such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin, reflecting its commitment to financial agility [6]

Core Insights - Thumzup Media Corporation has raised $50 million to expand its Digital Asset Treasury strategy, focusing on large-scale cryptocurrency mining and blockchain investments [1][2] - The company aims to establish a scalable and sustainable mining infrastructure while diversifying its cryptocurrency portfolio [2][3] - Thumzup plans to enhance its DAT by accumulating established cryptocurrencies alongside its mining operations, aiming for financial resilience and new revenue streams [4][7] Company Strategy - The capital raised will be deployed into advanced cryptocurrency mining infrastructure, emphasizing energy efficiency and operational scalability [3] - The dual approach of mining and diversified digital asset investments is intended to create long-term shareholder value [4] - The CEO highlighted the importance of building durable, revenue-generating assets to position the company as a leader in digital asset mining and treasury management [5] Industry Context - The initiative aligns with the United States' emergence as a global hub for digital assets, allowing Thumzup to leverage its operational expertise [2] - The company is engaging with leading mining technology providers to ensure its operations are at the forefront of the industry [3] - Thumzup's treasury strategy now includes a variety of cryptocurrencies such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin, reflecting its commitment to financial agility [7]

Group 1 - Thumzup Media Corporation has closed its public offering of common stock at a price of $10 per share, generating gross proceeds of $50 million before expenses [1][2][3] - The net proceeds from the offering will be utilized for exploring the accumulation of cryptocurrencies and mining equipment, as well as for working capital and general corporate purposes [2][7] - Dominari Securities LLC served as the exclusive placement agent for the offering [2] Group 2 - The offering was conducted under a shelf registration statement filed with the SEC, which was declared effective on May 30, 2025 [3][4] - A preliminary prospectus supplement was filed with the SEC on August 11, 2025, and a final prospectus supplement was filed on August 12, 2025, both of which are available on the SEC's website [4] - Thumzup Media Corporation is focused on digital marketing and financial innovation, operating a platform that allows users to earn cash for sharing branded content on social media [6][7] Group 3 - The company has expanded its treasury strategy to include various leading cryptocurrencies such as Dogecoin, Litecoin, Solana, Ripple, Ether, and USD Coin, indicating a commitment to financial agility [7] - Thumzup is also developing a patent-pending Lifestyle AI Agent Marketplace aimed at enhancing lifestyle planning through AI-powered experiences [7] - The Thumzup app is available for download on major platforms, and the company has received media coverage from CBS Los Angeles and KTLA [8]