SecProbe.io

United States securities and exchange commission logo
November 30, 2022
Robert Steele
Chief Executive Officer
THUMZUP MEDIA Corp
11845 W Olympic Blvd,
Suite 1100W #13
Los Angeles, CA 90064
Re:THUMZUP MEDIA Corp
Offering Statement on Form 1-A
Filed November 17, 2022
File No. 024-12067
Dear Robert Steele:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
Plan of Distribution and Selling Shareholders, page 24
1.We note your statement that Dalmore Group will not be engaged as a placement agent but
will "assist with the share sales in exchange for a 1% commission." Please clarify the role
of the Dalmore Group and provide support for your belief that Dalmore Group is not
acting as a placement agent.

 FirstName LastNameRobert Steele
 Comapany NameTHUMZUP MEDIA Corp
 November 30, 2022 Page 2
 FirstName LastName
Robert Steele
THUMZUP MEDIA Corp
November 30, 2022
Page 2
General
2.We note your stated intention to offer bonus shares to early investors, while conducting
your offering to the public at a fixed price.  Please provide your analysis as to the
company's eligibility to conduct such an offering under Regulation A.  In this regard, it
appears that the use of bonus shares in this manner would constitute a delayed primary
offering.  Refer to Securities Act Rule 251(d)(3)(F)(ii).
3.We note your disclosure that the impetus for issuing bonus shares is to reach the requisite
number of shareholders and shareholder’s equity to meet the listing criteria of a national
exchange.  Please provide more detail regarding the company's intention to uplist to a
national exchange.  If qualifying for listing on a national exchange is a condition to this
offering, please include the appropriate disclosures on the cover page.  Additionally,
revise the summary and risk factors section to include cautionary language highlighting
that the company may never meet the listing criteria of a national exchange, and that
investors could be left holding illiquid securities.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joseph Nunziata