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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Thumzup Media Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
88604J103 (CUSIP Number) |
07/07/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 88604J103 |
| 1 | Names of Reporting Persons
American Ventures LLC, Series V TZUP I | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,041,666.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class represented by the amount in Row 9 is based on 10,449,387 shares of the Issuer's common stock issued and outstanding as of July 7, 2025, as reported in the Issuer's Form 8-K filed with the SEC on July 15, 2025.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Thumzup Media Corporation |
| (b) | Address of issuer's principal executive offices:
10557-B Jefferson Blvd., Culver City, CA 90232 |
| Item 2. | |
| (a) | Name of person filing:
American Ventures LLC, Series V TZUP I |
| (b) | Address or principal business office or, if none, residence:
110 Front Street, Suite 300, Jupiter, Florida 33477 |
| (c) | Citizenship:
Delaware, United States of America |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
88604J103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,041,666 shares of common stock. |
| (b) | Percent of class:
9.97% based on 10,449,387 shares of the Issuer's common stock issued and outstanding as of July 7, 2025, as reported in the Issuer's Form 8-K filed with the SEC on July 15, 2025. |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,041,666 | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
1,041,666 | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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