Business Context and Reporting Period
This Form 8-K is a supplement dated November 26, 2025, to the proxy statement for Thumzup Media Corporation (Ticker: TZUP). The filing provides updated disclosures regarding the proposed acquisition of Dogehash Technologies, Inc. ("Doge"). Upon closing, the combined entity will be renamed Datacentrex, Inc. and will trade under the ticker symbol DTCX on The Nasdaq Stock Market LLC. The Annual Meeting to vote on the acquisition is scheduled for December 8, 2025.
Key Financial Metrics and Transaction Terms
The filing details specific amendments to the merger consideration and executive compensation rather than standard operating financials (revenue, profit, cash flow) for the reporting period.
- Merger Consideration: The total share issuance to Dogehash stockholders is reduced from 30,700,000 to 30,075,000 shares of Common Stock.
- Debt Settlement: A $1.9 million loan held by Titan Multi-Strategy Fund I, Ltd. will be settled at closing with $1.4 million in cash and 75,000 shares of Common Stock (valued at $150,000) to cover accrued interest.
- Post-Merger Ownership: Former Doge stockholders will own approximately 61.9% of outstanding Common Stock and 64.2% of voting power. TZUP stockholders will retain 35.8%.
- Executive Compensation (RSA):
- Rescinded Awards: 650,000 shares of Restricted Stock Awards (RSAs) granted in August 2025 to Robert Haag, Isaac Dietrich, Joanna Massey, and Paul Dickman were mutually rescinded and are void.
- New Award: Director Christopher Ensey was granted 150,000 shares. As of November 21, 2025, 25,000 shares vested immediately, and 125,000 shares remain contingent on the acquisition closing. The total value of the Ensey RSA is approximately $567,000 (based on a stock price of $3.78).
Material Changes Versus Prior Period
The following material changes supersede the October 30, 2025 Proxy Statement:
- Consideration Structure: The method of paying off the Titan debt changed from full equity consideration to a hybrid of cash and equity, reducing the total dilution to existing shareholders.
- Corporate Identity: The post-merger name is updated from "Dogehash Technologies Holdings, Inc." to Datacentrex, Inc., and the ticker symbol is updated from "XDOG" to DTCX.
- Executive Conflicts: The potential conflict of interest regarding the August RSAs for four executives has been eliminated due to the rescission of those awards.
- Board Composition: The post-merger board will include three independent directors (Chris Ensey, Christopher R. Moe, and Allan Evans) who will chair the Audit, Compensation, and Nominating committees.
Guidance, Outlook, and Risks
Management Commentary and Fairness Opinion: The Board unanimously recommends stockholders approve the acquisition. Financial advisor Eqvista issued a supplemental opinion on November 24, 2025, confirming that the revised consideration (30,075,000 shares) remains fair to TZUP stockholders from a financial point of view, consistent with their original October 3, 2025 opinion.
Risks and Contingencies: The transaction is contingent upon stockholder approval at the Annual Meeting. The filing notes that the rescission of the August RSAs was intended to remove potential conflicts of interest. The company states that the Supplement should be read in conjunction with the original Proxy Statement.
Important Facts for Investor Verification
- Verify the final post-merger ticker symbol is DTCX and the name is Datacentrex, Inc.
- Confirm the reduction in share issuance to 30,075,000 shares, resulting in a 35.8% ownership stake for existing TZUP shareholders.
- Note that the $1.4 million cash payment to Titan at closing will impact the company's immediate liquidity post-merger.
- Review the rescission of 650,000 executive RSAs to understand the removal of prior conflict-of-interest disclosures.
- Check the voting deadline and proxy instructions for the December 8, 2025 Annual Meeting.