THUMZUP MEDIA Corp

*The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024,*as amended, supplemented or superseded by other reports we file with the SEC. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including, but not limited to, those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.

Completion of our proposed acquisition (the “Acquisition”) of Dogehash Technologies, Inc. (“Dogehash”) is subject to the conditions contained in the Agreement and Plan of Merger dated August 18, 2025 (the “Merger Agreement”), by and among the Company, TZUP Merger Sub, Inc., and Dogehash and if these conditions are not satisfied, we may not complete the Acquisition.

The completion of the Acquisition is subject to various closing conditions, including, but not limited, to the Company obtaining stockholder approval, the accuracy of the parties’ representations and warranties in the Merger Agreement, the receipt of any required regulatory approvals including Nasdaq and third-party consents and the parties’ compliance with their covenants in the Merger Agreement.

Many of the conditions to the closing of the Acquisition are not within our control, and we cannot predict with certainty when or if these conditions will be satisfied. The failure to satisfy any of the required conditions could delay the completion of the Acquisition or prevent it from occurring. Any delay in completing the Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Acquisition is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing in the Agreement will be satisfied or that the Acquisition will be completed or that, if completed, we will realize the anticipated benefits.

Our failure to complete the Acquisition could negatively impact our stock price, our financial condition and our future business and financial results.

If the Acquisition is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, we could be subject to a number of negative consequences, including, among others: (i) we may experience negative reactions from the financial markets, including negative impacts on our stock price; and (ii) we will still be required to pay certain significant costs relating to the Acquisition, including legal, accounting, financial advisor costs, and may be required to pay the termination fee provided for in the Merger Agreement. If the Acquisition is not completed or if completion of the transactions contemplated by the Merger Agreement are delayed, any of these risks could occur and may adversely affect our business, financial condition, financial results, and stock price.

Our business relationships, those of Dogehash or the combined company may be subject to disruption due to uncertainty associated with the Acquisition.

Parties with which we or Dogehash do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us, Dogehash or the combined company. Our and Dogehash’s business relationships may be subject to disruption, as customers, distributors, suppliers, vendors, and others may seek to receive confirmation that their existing business relationships with us or Dogehash, as the case may be, will not be adversely impacted as a result of the Acquisition or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us, Dogehash, or the combined company as a result of the Acquisition. Any of these other disruptions could have a material adverse effect on our or Dogehash’s business, financial condition, or results of operations or on the business, financial condition or results of operations of the combined company, and could also have an adverse effect on our ability to realize the anticipated benefits of the Acquisition.

We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), the loss of which would have a severe negative affect on our operations and liquidity.

We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the FDIC insurance limit of $250,000. In the event of a failure or liquidity issues at any of the financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations. Similarly, if our customers or partners experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows.