8-K: Thumzup Completes Dogehash Acquisition, Becomes Datacentrex

Sentiment:

Acquisition Completion and Corporate Transformation 15 December 2025 4:59 PM

Thumzup Media Corporation has completed its acquisition of Dogehash Technologies, transforming into Datacentrex, Inc., a digital infrastructure company focused on blockchain mining.

Summary

Datacentrex, Inc. (formerly Thumzup Media Corporation) completed the acquisition of Dogehash Technologies, Inc. on December 15, 2025.
The acquisition was approved by Thumzup's shareholders on December 8, 2025, and received all necessary Nasdaq approvals.
The company's name changed to Datacentrex, Inc., and its common stock will trade under the symbol DTCX on Nasdaq starting December 16, 2025.
Datacentrex issued 13,835,188 shares of common stock and 16,239.812 shares of Series D Convertible Preferred Stock (convertible into 16,329,812 common shares) to Dogehash stockholders.
Former Dogehash stockholders now own approximately 45.17% of Datacentrex's outstanding common stock and 61.07% of the voting power (inclusive of Series D conversion).
The Board of Directors was set at five members, with significant changes in leadership and board composition.
Dogehash currently operates approximately 3,100 Scrypt ASIC miners across four North American data centers.
An additional 1,000 ASIC miners are on order, expected to be deployed in the first half of 2026, expanding the fleet to over 4,100 miners.
The company intends to maintain a diversified digital asset treasury including Dogecoin (DOGE), Litecoin (LTC), and Bitcoin (BTC).

Sentiment

Score: 8

Explanation: The filing announces the successful completion of a strategic acquisition, a company name change, a new ticker symbol, and a reconstituted board with experienced members. It outlines clear growth plans for miner deployment and a positive outlook for the new digital infrastructure focus. The tone is confident and forward-looking, indicating a significant positive transformation for the company.

Positives

Successful completion of the acquisition transforms the company into a digital infrastructure entity with exposure to blockchain mining and data center operations.
New leadership and board members bring extensive experience in digital infrastructure, blockchain operations, and public-company governance.
The combined company is positioned for scalable, cash-flow-generating opportunities across digital asset infrastructure and next-generation computing.
Dogehash currently operates 3,100 Scrypt ASIC miners, with an additional 1,000 on order for deployment in the first half of 2026, indicating planned growth to over 4,100 miners.
Focus on energy-efficient hardware, low-cost power sourcing, and scalable infrastructure footprint.
A strong combined balance sheet and cash position are expected to position Datacentrex for long-term success and value creation.
The company intends to maintain a diversified digital asset treasury from its mining yield, including Dogecoin (DOGE), Litecoin (LTC), and Bitcoin (BTC).

Risks

Ability to successfully achieve strategic initiatives, including securing additional miners.
Unexpected costs, charges, or expenses resulting from the merger.
Potential adverse reactions or changes to business relationships resulting from the completion of the merger.
Risks related to the inability to successfully operate as a combined business.
Possible failure to realize certain anticipated benefits of the merger, including with respect to future financial and operating results.
Competition in Datacentrex's markets.
Risks associated with Datacentrex's investment strategy, including digital asset market volatility, cybersecurity, and custody of digital assets.
Potential changes in laws or accounting standards relating to digital assets and regulatory developments affecting digital assets.
Volatility of Datacentrex's stock price.
Additional risks and uncertainties not presently known or that are currently deemed immaterial may also affect Datacentrex's operations.

Future Outlook

The company expects continued growth in digital asset production through 2026, supported by energy-efficient hardware, low-cost power sourcing, and a scalable infrastructure footprint. An additional 1,000 ASIC miners are on order and expected to be deployed in the first half of 2026, expanding the fleet to more than 4,100 miners. Management believes Datacentrex is positioned to pursue scalable, cash-flow-generating opportunities across digital asset infrastructure and next-generation computing.

Management Comments

"We are pleased to have completed this transaction with the full support of our shareholders and Nasdaq. With the acquisition closed and Datacentrex now established, our focus is squarely on execution, operational scaling, and disciplined capital allocation." Robert Steele, former Chief Executive Officer of Thumzup.
"Our team built Dogehash with a focus on efficiency and long-term scalability. Completing this merger allows us to accelerate growth as part of Datacentrex while maintaining operational discipline. With a strong combined balance sheet and cash position, we are positioning Datacentrex for long-term success and value creation." Parker Scott, Chief Executive Officer of Dogehash and now Datacentrex.

Industry Context

This acquisition positions Datacentrex as a player in the growing digital infrastructure and blockchain mining sector, aligning with the increasing demand for data center operations and digital asset production. The focus on Scrypt-based mining (Dogecoin, Litecoin) and the intention to hold a diversified digital asset treasury reflect strategies common among companies seeking exposure to the cryptocurrency market. The appointment of directors with experience in AI/HPC datacenter design and advanced technologies suggests an ambition to expand beyond pure crypto mining into broader next-generation computing infrastructure.

Comparison to Industry Standards

The filing does not provide specific comparable companies, projects, or results to assess against global benchmarks.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Chairman of the Board of Directors	Robert Steele (CEO)	Parker Scott	December 15, 2025	Acquisition of Dogehash Technologies, Inc. and corporate restructuring.
Chief Financial Officer	Isaac Dietrich	Robert Steele	December 15, 2025	Acquisition of Dogehash Technologies, Inc. and corporate restructuring.
Chief Financial Officer and Board Member	Isaac Dietrich		December 15, 2025	Resignation.
Board Member	Paul Dickman		December 15, 2025	Resignation.
Board Member	Joanna Massey		December 15, 2025	Resignation.
Independent Director		Christopher R. Moe	December 15, 2025	Appointment to fill vacancy created by resignations.
Independent Director		Dr. Allan Evans	December 15, 2025	Appointment to fill vacancy created by resignations.
Chair of the Audit Committee		Christopher R. Moe	December 15, 2025	Appointment as part of board reconstitution.
Chair of the Compensation Committee		Dr. Allan Evans	December 15, 2025	Appointment as part of board reconstitution.
Chair of the Nominating and Corporate Governance Committee		Christopher Ensey	December 15, 2025	Appointment as part of board reconstitution.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board of Directors Composition	The Board was set at five members. Parker Scott, Christopher R. Moe, and Allan Evans were appointed as independent directors, filling vacancies created by resignations. Christopher Ensey continues to serve on the board.	December 15, 2025	Strengthens governance with new independent directors bringing expertise in digital infrastructure, blockchain operations, and public company experience.
Committee Appointments	Christopher R. Moe and Allan Evans were appointed as members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Moe was appointed Chair of the Audit Committee, Mr. Evans Chair of the Compensation Committee, and Mr. Ensey Chair of the Nominating and Corporate Governance Committee.	December 15, 2025	Enhances committee oversight with experienced independent leadership, aligning with best practices for public companies.
Company Name Change	The company's name changed from Thumzup Media Corporation to Datacentrex, Inc. via a Certificate of Amendment to its Amended and Restated Articles of Incorporation.	December 15, 2025	Reflects the company's new strategic focus on digital infrastructure and blockchain operations.
Ticker Symbol Change	The trading symbol for the company's Common Stock will change from TZUP to DTCX on The Nasdaq Capital Market.	December 16, 2025	Aligns the company's public identity with its new name and strategic direction, potentially improving market recognition.
Series D Convertible Preferred Stock Designation	16,240 shares were designated as Series D Convertible Preferred Stock, convertible into 1,000 shares of Common Stock each (subject to beneficial ownership limitations of 4.99% or 9.99%). Holders have specific protective voting rights for adverse changes to Series D rights, charter amendments, or increasing authorized Series D shares.	December 15, 2025	Provides a mechanism for the acquisition consideration and grants specific protections to Series D holders, potentially influencing future corporate actions and capital structure.

Related Party Transactions

There are no related party transactions involving any officers and/or directors that are reportable under Item 404(a) of Regulation S-K.

Stakeholder Impact

Shareholders: Significant change in ownership structure, with former Dogehash stockholders gaining approximately 45.17% of common stock and 61.07% voting power. The company's strategic direction has completely shifted from social media marketing to digital infrastructure and blockchain mining.
Management/Employees: Major changes in executive leadership and board composition, with new CEO Parker Scott and CFO Robert Steele, and several new independent directors.
Customers/Suppliers: Potential for expanded operations and new strategic focus in digital infrastructure and blockchain mining, which may lead to new business opportunities and partnerships.

Next Steps

Common stock to begin trading on Nasdaq under the ticker symbol DTCX on December 16, 2025.
Deployment of an additional 1,000 ASIC miners in the first half of 2026.
Continued growth in digital asset production through 2026.
Pursuit of scalable, cash-flow-generating opportunities across digital asset infrastructure and next-generation computing.
Maintain a diversified digital asset treasury from mining yield.

Key Dates

Date	Description
August 18, 2025	Datacentrex (formerly Thumzup Media Corporation) entered into an Agreement and Plan of Merger with TZUP Merger Sub, Inc. and Dogehash Technologies, Inc.
August 22, 2025	Company's Current Report on Form 8-K filed with the SEC regarding the Merger Agreement.
October 2019	Robert Steele began operating a consulting business.
October 2020	Robert Steele served as CEO and director of the Company until the Effective Time of the merger.
June 2021	Christopher Ensey began serving as Chief Technical Advisor to Gryphon Digital Mining (now American Bitcoin Mining Corp.).
January 2024	Christopher Ensey concluded his role as Chief Technical Advisor to Gryphon Digital Mining.
October 2025	Christopher Ensey joined the Company's Board.
November 26, 2025	Company's Current Report on Form 8-K filed with the SEC.
December 8, 2025	Company received stockholder approval of the transactions contemplated by the Merger Agreement.
December 15, 2025	Merger Sub and Dogehash filed Articles of Merger, making the acquisition effective. The Company filed a Certificate of Amendment for its name change and a Certificate of Designation for Series D Preferred Stock. A press release was issued announcing the closing of the acquisition.
December 16, 2025	Common stock is expected to begin trading on The Nasdaq Stock Market under the ticker symbol DTCX.
First half of 2026	Additional 1,000 ASIC miners are expected to be deployed.

Recommendation

strong buy

The completion of the Dogehash acquisition marks a transformative strategic shift for the company, moving from social media marketing to the high-growth digital infrastructure and blockchain mining sector. The new leadership team and board bring extensive, relevant experience from public companies in this domain. The immediate plans for expanding miner operations (from 3,100 to over 4,100 by H1 2026) and a diversified digital asset treasury strategy indicate clear growth potential and a robust operational foundation. The Nasdaq approval and shareholder support further de-risk the transition. This strategic pivot into a high-demand sector, coupled with strong leadership and clear growth initiatives, presents a compelling "strong buy" opportunity for investors seeking exposure to digital asset infrastructure.

Keywords

digital infrastructure, blockchain mining, Dogecoin, Litecoin, Bitcoin, data center, Scrypt ASIC miners, corporate acquisition, Nasdaq, TZUP, DTCX, Dogehash, Thumzup Media, Datacentrex

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.