Note: This is NOT an IPO. This is an uplisting to the NASDAQ from the OTC Market. From the prospectus: “Prior to this offering, our shares have been quoted on OTC Markets OTCQB since February 2022, with very limited trading.” (Incorporated in Nevada) 

The Company operates in a single business segment which is social media marketing and advertising. The Thumzup® App works on both iPhone and Android mobile operating systems and connects brands and people who use and love these brands. For the Advertiser, Thumzup® incentivizes ordinary people to become paid content Creators and post authentic valuable posts on social media about the Advertiser and its products.

The Company seeks to capitalize on nationwide-wide gig economy and business democratization trends. Immense value and opportunity have been created through the democratization of ride sharing, hospitality, finance and other industries. The Thumzup® tools are designed to facilitate this democratization trend for the consumer and the Advertiser within the online marketing and advertising space.

The Company has built the technology to support an influencer and “gig” economy community around its Thumzup® App. This technology and community are designed to generate scalable authentic product posts and recommendations for advertisers on social media. It is designed to connect advertisers with individuals who are willing to tell their friends about the advertisers’ products online and offline.

The Thumzup® mobile App enables Creators, to select from brands advertising on the App and get paid to post about the advertiser on social media. Once the Thumzup® Creator selects the brand and takes a photo using the Thumzup® App, the Thumzup® App posts the photo and a caption to the Creator’s social media accounts. The advertiser then reviews and approves the post for payment and the Creator can cash out whenever they choose through popular digital payment systems. For the advertiser, the Thumzup® system enables brands to get real people to promote their products to their friends. In 2023, $148 billion was spent on digital display ads in the United States and while 43% of marketers consider display ads to be the least effective channel, 84% of marketers were still investing in them_(1). We feel this demonstrates a significant need among advertisers for new methods of messaging to potential customers. We believe Thumzup’s ability to scale brand messages from the general population on social media could be part of addressing this substantial need in the market.

A recent Nielsen report found 81% of consumers believe friends and family are the most reliable sources of information about products_(2). According to a Emplifi article, 64% of millennials recommend a product at least once a month_(3), and according to a 2019 Morning Consult survey, 86% of Gen Z and millennials would post content for monetary compensation_(4). Further, according to a 2020 IZEA Insights Study, 67% of social media consumers aspire to be paid social media influencers_(5). According to a 2023 Bankrate, 48% of social media users have impulsively purchased a product seen on social media_(6). Lastly, 85% of Gen Z says social media impacts purchase decisions according to a 2023 Retail Dive Survey_(7).

The average American adult spent 7 hours and 58 minutes per day using digital media in 2020 according to a 2020 eMarketer Report_(8). The amount of daily usage has increased significantly since 2019, again according to an eMarketer Report_(8), and the Company believes such usage will continue to accelerate. The Company empowers businesses that want to interact with these Creators and provides tools and data so they can increase consumer awareness and expand their customer bases.

In the past decade, social media platforms like Instagram, Facebook, Twitter, Pinterest, and TikTok have achieved mass worldwide consumer acceptance and created hundreds of billions of dollars in shareholder value. This worldwide viral growth demonstrates that compelling new social media platforms which present the right combination of experience and value, will attract Creators who will invest significant amounts of time on the platforms.

Note: Net loss on negligible revenue is for the 12 months that ended June 30, 2024.

(Note: Thumzup Media Corp. increased the size of its public offering/NASDAQ uplisting deal at pricing to 1.43 million shares (1,425,000 shares) – up from 1.25 million shares in the prospectus – and priced the offering at $5.00 – the bottom of its $5.00-to-$7.00 pricing range – to raise $7.13 million ($7,125,000) on Monday night, Oct. 29, 2024. The public offering was done in conjunction with Thumzup Media’s stock being listed on the NASDAQ – starting Tuesday, Oct. 29, 2024. This is an uplisting to the NASDAQ from the OTC Markets’ OTCQB.)

(Note: Thumzup Media Corp. increased the size of its public offering/NASDAQ uplisting to 1.25 million shares – up from 1.0 million shares – and kept the price range at $5.00 to $7.00 – to raise $7.5 million, according to an S-1/A filing dated Oct. 9, 2024. Background: Thumzup Media disclosed the terms for its public offering/NASDAQ uplisting in an S-1/A filing dated July 26, 2024, by stating that the company would offer 1.0 million shares at a price range of $5.00 to $7.00 to raise $6.0 million.)