10/30/2025 | Press release | Distributed by Public on 10/30/2025 14:06
This Amendment No. 2 on Form 10-K/A (this "Amendment No. 2") to the Annual Report on Form 10-K of Thumzup Media Corporation (the "Company," "Thumzup," "we," "us," or "our") for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 11, 2025 (the "Original 10-K"), is being filed solely for the purposes of correcting certain executive compensation information in Item 11 "Executive Compensation". On April 30, 2025, the Company filed Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to the Original 10-K, for the purposes of including the information required by Part III (Items 10-14) of Form 10-K.
Further, because the Company is a "smaller reporting company," as defined in Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), the Company has elected to provide in this Amendment No. 2 certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. Except as set forth in this Amendment No. 2, no other changes are made to the Original 10-K. Unless expressly stated, this Amendment No. 2 does not reflect events occurring after the filing of the Original 10-K, nor does it modify or otherwise update in any way the disclosures contained in the Original 10-K. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 10-K and Amendment No. 1 and with the Company's filings with the SEC subsequent to the filing of the Original 10-K and Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 2 and this Amendment No. 2 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.