Thumzup Media Corporation Files Form S-3 Amendment to Increase Shelf Registration to $500 Million

Expanded Registration Statement to Support Working Capital and to Further its Bitcoin Treasury Strategy

Thumzup Currently Holds 19.106 BTC with a Market Value of Approximately $1.8 Million as of May 5, 2025

The Company's Board of Directors Previously Authorized Thumzup to Hold Up to 90% of its Liquid Assets in Bitcoin Under its BTC Reserve Strategy

LOS ANGELES, May 6, 2025 /PRNewswire/ -- Thumzup Media Corporation ("Thumzup" or the "Company") (Nasdaq: TZUP), an emerging leader in social media branding and programmatic marketing solutions, today announced that it has filed an amendment to its "universal shelf" registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC"), increasing the maximum aggregate offering amount from $200 million to $500 million.

Once effective, this upsized registration statement will allow Thumzup to raise up to $500,000,000 for additional working capital and to further its Bitcoin ("BTC") acquisition strategy. The Company's Board of Directors has previously authorized Thumzup to allocate up to 90% of its liquid assets to BTC as part of its treasury strategy. Under the terms of the offering, Thumzup may raise capital in one or more offerings over the three years following the registration statement's effectiveness, utilizing a variety of securities including common stock, preferred stock, warrants, debt securities, purchase contracts, and/or units.

If the Company elects to raise capital in a future offering under the shelf registration, the specific terms will be detailed in a prospectus supplement filed with the SEC at the time of the offering. No securities are being sold at this time under the amended shelf registration. Thumzup believes that increasing the shelf registration provides greater flexibility to support its growth initiatives and digital asset strategy.

The registration statement on Form S-3 has been filed with the SEC but is not yet effective. These securities may not be sold nor may offers to purchase be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of such securities in any state where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state. Any offering will be made solely by means of the prospectus included in the registration statement and any related prospectus supplements.

The Thumzup app is available for download on the App Store and Google Play.

About Thumzup®

Thumzup Media Corporation (Thumzup) is democratizing the multi-billion dollar social media branding and marketing industry. Its flagship product, the Thumzup platform, utilizes a robust programmatic advertiser dashboard coupled with a consumer-facing App to enable individuals to get paid cash for posting about participating advertisers on major social media outlets through the Thumzup App. The easy-to-use dashboard allows advertisers to programmatically customize their campaigns. Cash payments are made to App users/creators through PayPal and other digital payment systems.

Thumzup was featured on CBS Los Angeles and in KTLA.`     

Legal Disclaimer

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements about its potential growth, impacts on the advertising industry, plans for potential uplisting, and planned expansion. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in our filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

SOURCE Thumzup Media Corporation