Thumzup Media Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42388 Thumzup™ Media Corporation (Exact name of registrant as specified in its charter) Nevada85-3651036(State or other jurisdiction of(I.R.S. Employer (800)403-6150(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.001 per share Securities registered pursuant to Section 12(g) of the Act: Title of each classTrading Symbol(s) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☒Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was $11,794,114asof June 30, 2024. As of March 10, 2025, there were9,426,502shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s Proxy Statement for our 2025 Annual Meeting of Shareholders are incorporated by reference into Part IIIof this report. PART I In this Annual Report on Form 10-K, “we,” “our,” “us,” “Thumzup™,” and “the Company” refer to Thumzup™ Media Corporation,unless the context requires otherwise. Forward-Looking and Cautionary Statements This Annual Report contains forward-looking statements that involve risks, uncertainties and assumptions that, if they nevermaterialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-lookingstatements. The statements contained in this Annual Report that are not purely historical are forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 2IE of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not ●future financial position; ●business strategy; ●budgets, projected costs, and plans; ●future industry growth; ●financing sources; ●the impact of litigation, government inquiries and investigations; and ●all other statements regarding our intent, plans, beliefs, or expectations or those of our directors or officers. These statements are based on the beliefs and assumptions of our management, which are in turn based on information currentlyavailable to management. Such forward-looking