Thumzup plans $200M shelf registration for BTC strategy

LOS ANGELES - Thumzup Media Corporation (NASDAQ:TZUP), a $48 million market cap company specializing in social media branding and programmatic marketing, has announced the filing of a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). According to InvestingPro data, the company has demonstrated strong momentum with a 48.69% year-to-date return, despite maintaining a weak overall financial health score. This move, once approved, would enable the company to raise up to $200 million in capital, which may be utilized for additional working capital and to support its Bitcoin (BTC) acquisition strategy.

The company’s board has authorized Thumzup to allocate up to 90% of its liquid assets into Bitcoin as part of its BTC reserve strategy. As of May 4, 2025, Thumzup holds 19.106 BTC, valued at approximately $1.8 million. InvestingPro analysis reveals the company maintains a healthy current ratio of 14.44, indicating strong liquidity to support its Bitcoin strategy. Get access to 8 more exclusive ProTips and detailed financial metrics with an InvestingPro subscription. The registration statement is designed to provide Thumzup with the flexibility to issue various types of securities over a three-year period following SEC approval. These securities could potentially include common stock, preferred stock, warrants, debt securities, purchase contracts, and units.

No securities are currently being sold under this registration statement, and any future offerings would be detailed in a prospectus supplement filed with the SEC. The registration statement is not yet effective, and the sale of securities cannot commence until it is declared effective by the SEC. The company has stated that this registration will enhance its ability to raise capital flexibly.

Thumzup’s platform aims to democratize social media marketing by enabling users to earn cash for posting about advertisers on major social media outlets through its app. The platform provides advertisers with a dashboard to customize campaigns, and payments to app users are made through PayPal and other digital payment systems. Trading at a price-to-book ratio of 10.08, the stock currently appears overvalued according to InvestingPro’s Fair Value analysis.

This announcement is based on a press release statement and does not constitute an offer to sell or a solicitation of an offer to purchase securities. The forward-looking statements in the press release involve risks and uncertainties, and actual results could differ materially from those projected. Thumzup Media Corporation does not undertake any obligation to update or revise publicly any forward-looking statements, except as required by law.

In other recent news, Thumzup Media Corporation has announced surpassing 900 advertisers on its AdTech platform, marking a Compound Annual Growth Rate (CAGR) of 220%. The company is targeting 1,000 advertisers by mid-Q2 2025 and aims for 5,000 by the end of 2025. Thumzup has also integrated advanced artificial intelligence tools like GitHub Copilot and Claude AI to enhance its software development process, which is expected to expedite feature development and reduce costs. Additionally, Thumzup is preparing to launch its Lifestyle AI Agent Marketplace, designed to provide hyper-personalized experiences to users in areas such as travel, dining, wellness, and entertainment. The platform will offer real-time consumer insights and monetization opportunities for local businesses and influencers. In another development, Thumzup insiders have purchased approximately $60,381 of company stock, and the company has continued its share repurchase program, reflecting confidence in its business model. These insider investments and stock repurchases are seen as endorsements of the company’s strategic direction and growth potential. The Thumzup app, which allows users to earn cash for promoting brands, is available on the App Store and Google Play.

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