Correspondence 0001493152-24-024554 from Datacentrex, Inc. (DTCX)
Datacentrex, Inc.
Date: June 20, 2024 · CIK: 0001853825 · Accession: 0001493152-24-024554
AI Filing Summary & Sentiment
File numbers found in text: 333-279828
Referenced dates: June 11, 2024
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CORRESP
1
filename1.htm
June
[__], 2024
Mr.
Uwem Bassey
Division
of Corporation Finance
Office
of Technology
Securities
and Exchange Commission
100
F Street, NE, Washington, D.C. 20549
Re:
THUMZUP MEDIA CORPORATION
Registration
Statement on Form S-1
Filed
May 30, 2024
File
No. 333-279828
Dear
Mr. Bassey:
This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Commission”) that were contained in the Staff’s letter dated June 11,
2024 (the “Comment Letter”), to Thumzup Media Corporation (the “Company”) with respect to the Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on May 30, 2024 (the “S-1”).
This
letter provides the Company’s responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s
comments is set forth below, followed by the responses of the Company. The Company is also submitting a revised offering statement (the
“Revised Offering Statement”) along with this response letter.
Form
S-1 filed May 30, 2024
Executive
Compensation
Summary
Compensation Table, page 44
1. Please
update your summary compensation table, as of your most recent fiscal year end, to include
the two most highly compensated executive officers other than the Chief Executive Officer.
See Item 402(m) of Regulation S-K.
Response:
In response to this comment, the Company advises the Staff that it has added Isaac Dietrich, Director of Finance, to the summary
compensation table on page 44 of the Amendment to the S-1, per the Staff’s request.
Exhibit
Index, page II-5
2. File
the consent of each director nominee as an exhibit to the registration statement. See Rule
438 of Regulation C under the Securities Act.
Response:
In response to this comment, the Company advises the Staff that it has included consents for each director nominee as an exhibit
to the Amendment to the S-1, per the Staff’s request.
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
If
you need any additional information or have any follow up questions, please feel free to contact Joseph Nunziata of Sichenzia Ross Ference
LLP at (212) 930-9700.
Sincerely,
By:
/s/
Robert Steele
Name:
Robert
Steele
Title:
Chief
Executive Officer
1185
Avenue of the Americas | 31st Floor | New York, NY | 10036
T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW