Thumzup Media announces merger agreement with Dogehash Technologies

Thumzup Media Corp (NASDAQ:TZUP), currently trading at $22.62 and showing signs of being slightly undervalued according to InvestingPro analysis, disclosed Monday that it has entered into an Agreement and Plan of Merger with Dogehash Technologies, Inc., an industrial-scale blockchain infrastructure company focused on mining Scrypt algorithm assets such as Dogecoin and Litecoin. The announcement was made in a press release statement and reported in a filing with the U.S. Securities and Exchange Commission. The stock has experienced significant volatility, trading 54% below its 52-week high of $49.22.

Under the terms of the agreement, Thumzup Media will change its name to Dogehash Technologies Holdings, Inc. and merge a wholly-owned subsidiary with Dogehash. At the closing of the merger, Thumzup Media will issue 30,700,000 shares of restricted common stock to Dogehash shareholders in exchange for all outstanding shares of Dogehash, making Dogehash a wholly-owned subsidiary. InvestingPro data reveals the company maintains a "GOOD" overall financial health score of 2.55, with particularly strong relative value metrics, suggesting solid fundamentals heading into this strategic transaction.

The company stated that any shareholder who, as a result of the merger, would own more than 4.99% of the combined entity may receive convertible preferred stock with a beneficial ownership limitation.

Because Thumzup Media’s common stock is listed on the Nasdaq Capital Market, the issuance of 30,700,000 shares will represent more than 19.99% of the company’s outstanding common stock. As a result, the transaction is subject to shareholder approval under Nasdaq Listing Rule 5635(d), as well as Nasdaq approval under Listing Rule 5635(b) due to the change of control. Thumzup Media intends to file a preliminary proxy statement in connection with a special meeting of shareholders to obtain the required approvals.

The closing of the merger is contingent upon receiving shareholder and Nasdaq approvals, a fairness opinion, Dogehash’s required financial statements, and customary closing conditions.

According to the filing, the combined company intends to operate as a Dogecoin mining platform and utilize Dogecoin Layer-2 infrastructure via staking in DeFi products within the DogeOS ecosystem.

This information is based on a press release statement and details disclosed in a Form 8-K filing with the SEC.

In other recent news, Coca-Cola (NYSE:KO) Europacific Partners has been actively engaging in a series of share repurchases as part of its ongoing buyback program. The company confirmed that it has been purchasing its own ordinary shares across various trading venues, including NASDAQ and the London Stock Exchange (LON:LSEG). This buyback program, announced on February 14, 2025, aims to repurchase up to €1 billion worth of ordinary shares. Recently, Coca-Cola Europacific Partners commenced the third tranche of this program, planning to buy back up to €255 million worth of shares between August 8 and November 6, 2025. Of this tranche, €80 million is allocated for purchases on the London Trading Venues, expected to conclude by October 30. The company has also confirmed that all repurchased shares will be canceled. These transactions are facilitated by Goldman Sachs & Co. LLC and Goldman Sachs International. Meanwhile, Magic Software (ETR:SOWGn) Enterprises (NASDAQ:MGIC) announced that it will release its second-quarter and first-half 2025 financial results on August 13, 2025.

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