UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as Specified in its Charter) | Nevada | 511210 | 85-3651036 | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industrial | (Internal Revenue Service | | Incorporation or Organization) | Classification Code Number) | Employer Identification Number) | | 10557-B Jefferson Blvd, Culver City, ...

Company Overview - Thumzup Media Corporation is focused on democratizing the multi-billion dollar social media branding and marketing industry through its Thumzup platform, which allows users to earn cash for posting about advertisers on social media [3] Capital Strategy - Thumzup has filed a shelf registration statement to raise up to $500 million for working capital and to accelerate its Bitcoin acquisition strategy [1] - The company currently holds 19.106 BTC, valued at approximately $2.0 million as of May 12, 2025 [1][2] - The Board of Directors has authorized Thumzup to hold up to 90% of its liquid assets in Bitcoin under its BTC Reserve Strategy [1][2] Partnership with Coinbase - Thumzup has established a Bitcoin-backed credit facility with Coinbase Prime to access non-dilutive capital [1] - The CEO of Thumzup highlighted the significance of Coinbase's addition to the S&P 500 as a milestone for the crypto industry and emphasized the strategic relationship with Coinbase [2] Strategic Positioning - The company believes it is optimally positioned to accelerate its Bitcoin acquisition strategy and create significant shareholder value due to its clean capital structure [2]

Core Viewpoint - Thumzup Media Corporation has filed an amendment to its universal shelf registration statement, increasing the maximum aggregate offering amount from $200 million to $500 million to support working capital and its Bitcoin acquisition strategy [1][2]. Group 1: Registration Statement Details - The upsized registration statement will allow Thumzup to raise up to $500 million for additional working capital and to further its Bitcoin acquisition strategy [2]. - The Company’s Board of Directors has authorized Thumzup to allocate up to 90% of its liquid assets to Bitcoin as part of its treasury strategy [1][2]. - Thumzup may raise capital in one or more offerings over the next three years, utilizing various securities including common stock, preferred stock, warrants, debt securities, purchase contracts, and/or units [2][3]. Group 2: Future Offerings - Specific terms for any future capital raising under the shelf registration will be detailed in a prospectus supplement filed with the SEC at the time of the offering [3]. - No securities are being sold at this time under the amended shelf registration [3][4]. Group 3: Company Overview - Thumzup Media Corporation is focused on democratizing the social media branding and marketing industry, offering a platform that allows users to earn cash for posting about participating advertisers [6]. - The Thumzup app is available for download on major platforms, enhancing user engagement and advertiser reach [5][6].

Core Viewpoint - Thumzup Media Corporation has filed a universal shelf registration statement with the SEC, allowing it to raise up to $200 million for working capital and Bitcoin acquisitions, while also authorizing the allocation of up to 90% of its liquid assets to Bitcoin under its BTC Reserve Strategy [1][2][3]. Group 1: Company Strategy - The company currently holds 19.106 BTC, valued at approximately $1.8 million as of May 4, 2025 [1]. - The Board of Directors has approved a strategy to acquire Bitcoin, permitting the allocation of up to 90% of liquid assets to BTC [3]. - The registration statement allows for capital raises through various securities over three years after it becomes effective [3][4]. Group 2: Capital Raising Mechanism - The registration statement on Form S-3 is not yet effective, meaning no securities can be sold or offers accepted until it is [5]. - Future offerings will be detailed in a prospectus supplement filed with the SEC, providing flexibility for capital raising [4][5]. Group 3: Company Overview - Thumzup Media Corporation operates in the social media branding and marketing industry, offering a platform that allows users to earn cash for promoting advertisers on social media [6]. - The platform features a programmatic advertiser dashboard and a consumer-facing app, facilitating cash payments through digital payment systems [6].

Group 1 - Thumzup Media Corporation has surpassed 900 advertisers, achieving a Compound Annual Growth Rate (CAGR) of 220%, indicating significant growth in the digital advertising space [1][2][3] - The company aims to reach 1,000 advertisers by mid-Q2 and 5,000 advertisers by the end of 2025, reflecting its aggressive growth strategy [1][8] - Thumzup's AdTech platform integrates with major social media channels, including Instagram Reels and X (formerly Twitter), reaching over 535 million monthly active users [2][4] Group 2 - The Thumzup platform allows users to earn cash for posting about participating advertisers, democratizing the social media branding and marketing industry [4] - The company is focused on market expansion across regions such as Southern California, South Florida, Miami, and the Greater Salt Lake City area [2][3] - CEO Robert Steele emphasized the importance of continued investment in market expansion and technological innovation for sustained growth [3]

Core Insights - Thumzup Media Corporation has surpassed 800 advertisers, indicating rapid growth in the digital advertising market with a CAGR of 243% [1][3] - The company anticipates reaching 1,000 advertisers by mid Q2 2025, reflecting its aggressive market expansion strategy [1][8] Company Overview - Thumzup is recognized for its innovative AdTech platform, which has achieved a CAGR exceeding 200% as of March 24, 2024, driven by strategic expansions in South Florida, Miami, and Greater Salt Lake City [2] - The platform integrates with major social media channels, including Instagram Reels and X (formerly Twitter), reaching over 535 million monthly active users [2] Product and Services - The Thumzup platform democratizes the social media branding and marketing industry, allowing users to earn cash for posting about participating advertisers [4] - Advertisers can customize their campaigns through a robust programmatic advertiser dashboard, with cash payments made to users via PayPal and other digital payment systems [4]

Core Insights - Thumzup Media Corporation is leveraging advanced AI technologies, specifically GitHub Copilot and Claude AI by Anthropic, to enhance its software development process and accelerate the creation of new features for its app [1][2][3] - The company anticipates that a significant portion of the code for its platform will be generated by AI, which is expected to improve growth and efficiency metrics across all fronts [1][3] Company Overview - Thumzup Media Corporation is positioned as an emerging leader in social media branding and programmatic marketing solutions, offering a platform that allows users to earn rewards for engaging with brands [1][5] - The Thumzup app enables users to receive cash payments for posting about participating advertisers on major social media platforms, utilizing a programmatic advertiser dashboard [5] Industry Trends - A trend among tech startups is emerging where AI is being utilized to write a significant portion of their code, leading to reduced engineering team sizes and increased revenue potential, with some startups generating up to $10 million with fewer than 10 employees [3] - The use of AI in software development is allowing startups to achieve unprecedented weekly growth rates of around 10%, indicating a shift in venture dynamics towards profitability rather than growth-at-all-costs [3]

Core Insights - Thumzup Media Corporation is launching a patent-pending Lifestyle AI Agent Marketplace aimed at transforming lifestyle planning through specialized AI agents [1][2] - The company has filed for trademarks for Gibberlink Advertising™ and GibberAds™, indicating a strategic move towards market expansion [1][5] Company Overview - Thumzup is positioned as an emerging leader in social media branding and programmatic marketing solutions, focusing on hyper-personalized consumer experiences [1][8] - The Thumzup platform allows users to earn cash for promoting participating advertisers on social media, utilizing a programmatic advertiser dashboard [8] Product Features - The Lifestyle AI Agent Marketplace will offer AI-powered assistants for various sectors including travel, dining, wellness, and entertainment [3][4] - A premium subscription model will enable users to access multiple AI agents that collaborate to create personalized lifestyle plans based on user preferences [3][4] Market Potential - The platform is targeting a multi-billion-dollar market, with innovative revenue models designed to benefit influencers and local businesses [5][7] - Thumzup's AI-driven tools aim to provide businesses with real-time consumer insights and dynamic marketing capabilities [4][5] User Experience Examples - Users can activate AI agents to plan personalized experiences, such as upscale getaways or wellness days, while local businesses can offer tailored promotions in real-time [6] - Influencers can monetize their recommendations through an affiliate program linked to AI agent downloads [6] Leadership Vision - The CEO of Thumzup emphasizes the potential of the Lifestyle AI Agent Marketplace to empower consumers and enhance business engagement through AI-driven personalization [7]

Core Viewpoint - Thumzup Media Corporation is demonstrating strong insider confidence and commitment to shareholder value through recent stock purchases and share repurchase activities, alongside significant growth in its advertising platform [1][4][5]. Insider Transactions - In March 2025, insiders purchased approximately $60,381 worth of common stock at prices between $3.56 and $3.72 per share, following a previous acquisition of about $62,000 in December 2024 at prices ranging from $3.20 to $4.73 per share [2]. - Cumulatively, insiders have invested over $742,000 since the company's inception, indicating a strong belief in Thumzup's strategic direction and long-term growth prospects [6][7]. Share Repurchase Program - Thumzup has repurchased approximately $216,000 of its common stock in the past three trading days under its $1 million share buyback program, with repurchase prices ranging from $3.58 to $3.68 per share [3][6]. - The company plans to continue repurchasing shares as market conditions allow, reflecting its commitment to enhancing shareholder value [4]. Business Growth - Thumzup has surpassed 700 advertisers on its platform, achieving a compound annual growth rate (CAGR) exceeding 200 percent, and is actively evaluating strategic acquisition opportunities that generate meaningful revenue and positive cash flows [5]. - The Thumzup app allows users to earn cash for posting about participating advertisers on social media, democratizing the social media branding and marketing industry [6][8].

Core Viewpoint - Thumzup Media Corporation is actively enhancing shareholder value through a share repurchase program, demonstrating confidence in its growth strategy and business model [1][2][3]. Company Actions - The company repurchased $126,507 of its common stock as part of a program authorized for up to $1 million in buybacks [1][2]. - The share repurchase program complies with Rule 10b-18 of the Exchange Act, allowing for ongoing repurchases based on market conditions and other considerations [3]. Growth Metrics - Thumzup has surpassed 700 advertisers on its platform, achieving a compound annual growth rate (CAGR) exceeding 200% [4]. - The company is evaluating potential acquisitions that could generate significant revenues and positive cash flows [4]. Product Offering - Thumzup's flagship product is a platform that democratizes the social media branding and marketing industry, allowing users to earn cash for posting about participating advertisers [5]. - The platform features a programmatic advertiser dashboard and a consumer-facing app, facilitating cash payments to users through digital payment systems [5].