WeShop Holdings Ltd F-1, filed Sep 29, 2026
WeShop Holdings Ltd (WSHP)
As filed with the U.S. Securities and Exchange Commission on September 28, 2026.
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WeShop Holdings Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| British Virgin Islands | 7389 | Not Applicable | ||
| (State or other jurisdiction | (Primary Standard Industrial | (I.R.S. Employer | ||
| of incorporation or organization) | Classification Code Number) | Identification No.) |
Hawk House
22 The Esplanade
Jersey, JE1 1HH
Channel Islands
+44 (808) 196-8324
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Christian O. Nagler, P.C.
Mathieu Kohmann
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The Selling Shareholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Selling Shareholder is not soliciting an offer to buy these securities in any state where the offer is not permitted.
Subject to Completion
Preliminary Prospectus, dated September 28, 2026
PRELIMINARY PROSPECTUS
WeShop Holdings Limited
Up to 6,000,000 Class A Ordinary Shares
This prospectus relates to the offer and sale from time to time of up to 6,000,000 Class A ordinary shares, no par value (“Class A ordinary shares”), of WeShop Holdings Limited (the “Company”, “we” or “us”), by Roth Principal Investments, LLC, whom we refer to in this prospectus as “Roth Principal Investments” or the “Selling Shareholder.”
The Class A ordinary shares to which this prospectus relates may be issued by us to Roth Principal Investments pursuant to the Ordinary Shares Purchase Agreement, dated as of September 9, 2026, by and among us and Roth Principal Investments (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Selling Shareholder has committed to purchase, at our discretion, up to $25,000,000 of our Class A ordinary shares (such shares, the “Purchase Shares”). As of the date of this prospectus, we have not issued any of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement.
We are registering the resale of our Class A ordinary shares covered by this prospectus pursuant to the registration requirements under a registration rights agreement executed with Roth Principal Investments. We will not receive any of the proceeds from the sale of our Class A ordinary shares by the Selling Shareholder. However, we may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from sales of our Class A ordinary shares we may elect to make to Roth Principal Investments pursuant to the Purchase Agreement after the date of this prospectus. See “The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Shareholder” for additional information regarding Roth Principal Investments.
Because the purchase price per share to be paid by the Selling Shareholder for the shares that we may elect to sell to the Selling Shareholder under the Purchase Agreement, if any, will fluctuate based on the market price of our Class A ordinary shares, as of the date of this prospectus, we cannot reliably predict the number of Class A ordinary shares that we will sell to the Selling Shareholder under the Purchase Agreement, the actual purchase price per Class A ordinary share to be paid by the Selling Shareholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. Investors who purchase shares from the Selling Shareholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid for their shares. In addition, if we sell a substantial number of shares to the Selling Shareholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of the Purchase Agreement arrangement with the Selling Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a desirable time and price.
Unless (i) WeShop obtains shareholder approval pursuant to Nasdaq Rule 5635(d) to issue Class A ordinary shares in excess of the Exchange Cap (as defined below), or (ii) takes actions required pursuant to Nasdaq Rule 5615(a)(3) to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq (as defined herein) by adopting a home country practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the limitations imposed by Nasdaq Rule 5635(d), WeShop may not effect any sales under the Purchase Agreement to the extent that after giving effect to such sales, the aggregate number of WeShop Class A ordinary shares issued under the Purchase Agreement, together with any ordinary shares issued in connection with any other transactions that may be considered part of the same series of transactions, would exceed 2,342,254 WeShop ordinary shares, i.e. the number of shares representing 19.99% of WeShop’s outstanding ordinary shares (including Class A ordinary shares and Class B ordinary shares on an as converted basis) as of the date of execution of the Purchase Agreement (the “Exchange Cap”), subject to certain limited exceptions. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a home country practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap. WeShop may also register the resale by the Selling Shareholder of additional WeShop Class A ordinary shares sold by WeShop to the Selling Shareholder pursuant to the Purchase Agreement by filing a post-effective amendment to the registration statement of which this prospectus forms a part or by filing one or more additional registration statements. Therefore, the up to 6,000,000 Class A ordinary shares registered for resale under the registration statement of which this prospectus forms a part are not all of the Class A ordinary shares that may be sold to the Selling Shareholder pursuant to the Purchase Agreement. We may register the resale by the Selling Shareholder of additional Class A ordinary shares sold by us to the Selling Shareholder pursuant to the Purchase Agreement by filing a post-effective amendment to the registration statement of which this prospectus forms a part or by filing one or more additional registration statements until $25,000,000 worth of Class A ordinary shares have been sold to the Selling Shareholder.
Roth Principal Investments may sell or otherwise dispose of the Class A ordinary shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Roth Principal Investments may sell or otherwise dispose of our Class A ordinary shares pursuant to this prospectus. Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).
Roth Principal Investments is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and FINRA member that is expected to act as the executing broker for resales of our Class A ordinary shares by Roth Principal Investments in this offering. Because Roth Principal Investments will receive all of the net proceeds from such resales, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Accordingly, this offering is being conducted in compliance with FINRA Rule 5121, and Compass Point Research & Trading, LLC (“Compass Point”) has agreed to act as the “qualified independent underwriter” within the meaning of Rule 5121. See “Plan of Distribution (Conflict of Interest).”
We will pay the expenses incurred in registering under the Securities Act the offer and sale by the Selling Shareholder of the Class A ordinary shares to which this prospectus relates, including legal and accounting fees. We have also agreed to pay Compass Point’s fees in connection with their services as a qualified independent underwriter. See “Plan of Distribution (Conflict of Interest)” beginning on page 51.
Our Class A ordinary shares began trading on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “WSHP” on November 14, 2025. On September 25, 2026, the last reported price of our Class A ordinary shares, as reported on Nasdaq, was $6.06.
We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” We also are a foreign private issuer and are therefore permitted to, and will, rely on exemptions from certain Nasdaq corporate governance standards, which may afford less protection to holders of our securities. The information we are required to file with or furnish to the U.S. Securities and Exchange Commission (the “SEC”) may be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. See “Prospectus Summary—Implications of being a foreign private issuer.”
Owning Class A ordinary shares involves a high degree of risk. See the section entitled “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “Annual Report”) incorporated by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated , 2026
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TABLE OF CONTENTS
You should rely only on the information contained in, or incorporated into, this prospectus, amendment thereto or contained in any free writing prospectus filed with the SEC. We have not authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside the United States: We have not done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A ordinary shares and the distribution of this prospectus outside the United States.
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This prospectus is a part of a registration statement on Form F-1 (the “Registration Statement”) that we filed with the SEC using a “shelf” registration or continuous offering process. Under this shelf process, the Selling Shareholder may from time to time sell the Class A ordinary shares covered by this prospectus in the manner described in the “Plan of Distribution (Conflict of Interest).” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in this prospectus, including the “Plan of Distribution (Conflict of Interest).” You should read this prospectus before deciding to invest in our Class A ordinary shares. You may obtain this information without charge by following the instructions under “Where You Can Find More Information” appearing elsewhere in this prospectus and any information incorporated by reference herein. See “Incorporation of Certain Information by Reference.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, as well as the information incorporated by reference herein, including our Annual Reports on Form 20-F and our Reports on Form 6-K filed with the SEC, contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. These forward-looking statements include, among others, statements regarding our planned expansion into the United States market; our fundraising strategy; our expectations regarding the availability of financing under the Sales Agreement and our ability to access the committed equity facility on terms acceptable to us; the timing, amount and price at which we may sell shares to Roth Principal Investments; the potential dilution to existing shareholders resulting from our issuance and sale of Class A ordinary shares to Roth Principal Investments pursuant to the Sales Agreement; the potential impact of such sales on the market price of our Class A ordinary shares; our expectations regarding our cash position and liquidity; and our expectations regarding future operating results. Many of the forward-looking statements contained, or incorporated by reference, in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “target,” “would” and other similar expressions that are predictions of or indicate future events and future trends, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors, including, but not limited to, those identified in the section entitled “Item 3. Key Information—D. Risk Factors” in our Annual Report incorporated by reference herein. The forward-looking statements in this prospectus include, among others, statements regarding:
| ● | our ability to launch our business in the United States and other countries besides the United Kingdom; | |
| ● | our ability to issue shares pursuant to the Shareback Plan; | |
| ● | competition, management of growth, potential fluctuations in operating results; | |
| ● | our ability to find suitable partners or agree on acceptable commercial terms; | |
| ● | our ability to obtain, maintain, protect, defend and/or enforce our intellectual property rights; | |
| ● | future results of operations, cost of revenues, investment in research and development activities, promotion of our services through performance-based advertising and other programs, changes to our disclosure controls and internal control over financial reporting, trends in our operating expenses and provision for income taxes, increased costs associated with being a public company, and share-based compensation expenses; | |
| ● | business strategies, including expansion into new products, categories or geographic markets and investments to enhance our technology platform and services; | |
| ● | industry environment, including our relationships with affiliate partners and other key stakeholders; | |
| ● | the effects of seasonality; | |
| ● | our ability to continue as a going concern and obtain the substantial additional financing required to support the growth of our business; | |
| ● | our expectations regarding the timing and success of our planned expansion into the United States market, including the recruitment of a U.S. based leadership team; | |
| ● | our customer and revenue concentration risks, including reliance on a limited number of affiliate network partners; | |
| ● | our ability to maintain the listing of our Class A ordinary shares on Nasdaq and to sustain an active and liquid trading market for our Class A ordinary shares; and | |
| ● | other factors discussed in the section entitled “Item 3. Key Information—D. Risk Factors” in our Annual Report incorporated by reference herein. |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements contained, or incorporated by reference, in this prospectus speak only as of the date of this prospectus, and unless otherwise required by law, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus or as of the date of the filing that is incorporated by reference herein, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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TRADEMARKS, SERVICE MARKS AND TRADE NAMES
“WePoints”, “WeShop”, “WeShare”, “ShareBack”, “THIS IS HOW” and “WeShopCoin”, together with related logos and platform branding, are trademarks or service marks of WeShop Holdings Limited or its subsidiaries. The Company maintains registered trademark protection for key elements of its brand portfolio in multiple jurisdictions, including the United Kingdom, the European Union, the United States and selected international territories through registrations obtained via the World Intellectual Property Organization (WIPO), covering, among others, the “WeShop”, “WeShare”, “ShareBack” and “THIS IS HOW” marks.
In the United Kingdom, the Company holds registered trademarks for “WeShop”, “ShareBack”, “THIS IS HOW”, “WeShare”, “WeCoin” and “WeShopCoin”, covering classes primarily associated with software, digital commerce platform services, telecommunications-related services and online retail and financial-related promotional services. Within the European Union, the Company holds registrations for “ShareBack”, “THIS IS HOW” and “WeShare” covering similar service classes. In the United States, registrations have been obtained for “WeShop”, “ShareBack”, “THIS IS HOW” and “WeShare”. The Company has also secured international trademark protection through WIPO filings for “ShareBack”, “WeShare” and “WeShop” across selected territories including Australia, China, Japan, Russia and South Korea.
Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus or any information incorporated by reference herein are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent permitted under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus or any information incorporated by reference herein also contains additional trademarks, service marks and trade names of third parties, which are the property of their respective owners. The Company’s use or display of third-party trademarks, service marks, copyrights or trade names is not intended to imply endorsement by or affiliation with such parties.
The Company also owns and operates domain names incorporating its principal trademarks and maintains additional unregistered trademark rights in certain jurisdictions through ongoing commercial use of its platform branding and services.
This prospectus or any information incorporated by reference herein contains industry, market and competitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in the section entitled “Item 3. Key Information—D. Risk Factors” of our Annual Report incorporated by reference herein. These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or those of independent third parties. While we believe our internal research is reliable and the definitions of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source.
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GLOSSARY OF TERMS
| Term | Definition | |
| Affiliate Marketing | A marketing strategy where publishers earn a commission for promoting a company’s products or services. | |
| Affiliate Network | A technology provider that offers software enabling advertisers and publishers to automatically track and attribute transactions to the correct marketing channel. | |
| Circle of Trust | The WeShop Circle of Trust describes the end-to-end process for the business model. | |
| Contingent Share | A contingent entitlement to a Class A ordinary share based on the account owner’s performance and return window of product referral. | |
| Conversion Rate | The rate at which a customer completes a purchase after clicking on a product. | |
| Co-Operative | An organization owned and operated by its members for their mutual benefit. | |
| Earned Media | Publicity or exposure gained through organic means, such as word-of-mouth or media coverage, rather than paid advertising. | |
| Influencer | An individual who has the ability to affect the purchasing decisions of others because of their authority, knowledge, position, or relationship with their audience. Influencers typically have a dedicated and engaged following on social media platforms, blogs, or other digital channels, where they share content related to their area of expertise or interest. | |
| Pilot | The initial launch of WeShop in the United Kingdom from July 2022 until November 2024. | |
| Placements | The locations where advertisements or content are displayed within the Platform. | |
| Platform | Used synonymously with WeShop and the service in its entirety. | |
| Recommendation | The primary content type posted by WeShop users when recommending a product to their followers. | |
| Referral | A person who joins WeShop using a unique referral link provided by another WeShop user. | |
| Referral Code | A unique identifier used to identify and attribute new user registrations to the person who invited them to WeShop. | |
| Retention Rate | The percentage of customers who continue to use a product or service over a specific period. |
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| Return on Investment (ROI) | A measure of the profitability of an investment, calculated as the ratio of net profit to the original investment cost. | |
| Shareback | WeShop’s reward mechanism offered to users who make purchases, or refer users who make purchases, via the WeShop platform. | |
| Shareback Plan | The Company’s Shareback rewards program, pursuant to which eligible users of the WeShop platform may receive WePoints in connection with qualifying purchases, referrals, or other qualifying engagement activities. WePoints represent contractual rights that may, subject to applicable terms and conditions and regulatory limitations, become eligible for redemption into the Company’s Class A ordinary shares through the WeShop Community Trust in accordance with the Shareback framework described in the Annual Report. | |
| Shareback Rate | The percentage rate applied to an eligible transaction used to determine the number of WePoints awarded to a user. The applicable Shareback Rate may vary by retailer and promotional campaign and is disclosed to users within the WeShop application at or prior to the time of the transaction.
By way of example, if a user spends $100 with a retailer offering a Shareback Rate of 10%, the user would be eligible to receive WePoints with a notional value equal to $10, calculated by dividing such amount by the volume-weighted average price (“VWAP”) of the Company’s Class A ordinary shares on the previous full trading day.
The Shareback Rate is intentionally variable and is a core feature of the Shareback Plan. It is generally set by reference to the commission the Company receives from the applicable affiliate network for a given transaction, and the Company retains discretion to vary the rate by retailer, geographic location, user status, promotional campaign and other commercial factors, and to adjust it over time as affiliate-network terms, competitive conditions and marketing objectives change. The Company currently expects Shareback Rates generally to fall within a range of approximately 40% to 80%, although higher rates may apply in connection with specific promotional or incentive campaigns. | |
| Social Interaction | Posting, liking a post, or commenting on a post on the WeShop platform. | |
| User or user | An entity or individual that creates a valid account on the WeShop platform. | |
| User-Generated Content (UGC) | Content created by users of a platform or service, including text, videos, images, reviews and other media. | |
| VWAP | Volume-weighted average price. | |
| WePoint | A reward unit allocated to users based on qualifying transactions or referrals. WePoints are awarded by the Company following confirmation of the underlying transaction by the relevant retailer. WePoints may be revoked, adjusted or cancelled if a transaction is voided, refunded, reversed or otherwise results in the Company not receiving a commission from the applicable affiliate network. | |
| As of September 24, 2026, an aggregate of 1,165,287.1428 WePoints have been awarded to users, including 1,165,276.5492 to users in the United Kingdom and 10.5936 to users in the United States. No WePoints have been redeemed for Class A ordinary shares from the WeShop Community Trust as of the date of this prospectus. | ||
| WeShop | The shoppable social network operated by WeShop Holdings Limited (Nasdaq; WSHP). | |
| WeShop Community Trust | A legal entity established to manage assets for the purpose of transferring shares of WeShop to users who have earned WePoints. |
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LETTER FROM OUR BOARD OF DIRECTORS
Value creation
Trillions of dollars created by communities. |
Over the last 15 years we have seen the formation and growth of some incredible consumer technology companies that have forever changed the way we live. It is estimated that social media identities now stand at 5.66 billion, approximately 68.7% of the global population, according to wearesocial.com, 15 October 2025. According to the same article, approximately 2.86 billion around the globe are making purchases from dedicated eCommerce platforms or social media stores. Finally, eCommerce is now a $7.4 trillion industry and is estimated to reach the $8 trillion mark by 2027.
As online retail and social media usage has risen, so has the use of online investment platforms that enable people to buy shares and own companies. This “perfect storm” has created trillions of dollars of value, visible on regulated stock markets around the world. But what have the users of those platforms received?
Free platforms allow users to share special memories with loved ones, to be able to quickly and accurately find all kinds of things and to add convenience to everyday life through online shopping and delivery. But is there a way for the communities that have built the value in those companies to further benefit from it?
With WeShop, the dream was simple – allow the people that use the platform to own it in a regulated and transparent environment without the traditional investment cost. Since the concept was conceived, the Circle of Trust was created which enables WeShop users to own the platform they use and utilize the perfect storm of online retail, social media and share ownership.
We have seen philanthropy all over the world. However, the founders see the act of transferring shares in WeShop to its users as something greater. Not only will it drive increased usage and natural referrals of the platform, but it will allow everyone to benefit from the success together. WeShop is empowering consumers as shareholders. | |
People and community
It is all about people. |
The knowledge of people is one of the most valuable commodities in the world, especially around product and service recommendations to friends and family where trust is at its highest levels. We have all sought advice and given advice around products and services; for example, “any good films to watch”, “where did you get that dress from”, and “this is the best air fryer on the market”.
There is no more genuine recommendation of a product than a consumer having spent their own money buying it, using it, and praising it, not because they are being paid to by a brand but because they love the product or service. WeShop has built its platform to enable people to recommend products and seek advice while making every post shoppable with users being able to tag hundreds of millions of products from highly respected retailers including John Lewis, eBay, Boots, ASOS, Selfridges and hundreds more. | |
The world economy
People are living paycheck to paycheck. |
According to a Financial Wellness Study by PNC.com dated March 2025, 67% of US workers say they are living paycheck to paycheck, up from 63% in 2024. Consumers are looking for ways to get discounts, offers or rebates, whether from cashback platforms or other loyalty programs. WeShop users can earn WePoints that convert to WeShop shares simply for doing their usual shopping. | |
Circle of trust
Verified users, blue chip retailers, a regulated securities market, and a regulated trust housed here in the United States. |
Trust is one of the most important pillars of any community. WeShop has created a Circle of Trust that we believe is bolstered by our Nasdaq-listing. We believe our Nasdaq listing provides a regulated market for WeShop users to trade their shares while simultaneously giving them the comfort of strict corporate governance standards for WeShop.
The process is simple. WeShop’s users are purchasing products and services from trusted retailers on the platform and referring their trusted social networks to join. In return, they are receiving WePoints which ultimately convert into shares in WeShop, transferred to them by a regulated trust and listed on a trusted and regulated stock market. A trusted and verified social commerce platform, owned by its users. |
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Referrals
Avon lady – embracing existing community to get rewards. |
We firmly believe that friend to friend recommendations on products and services are an important driver of sales. The same can be said for people recommending platforms. Therefore, people are helping each other by bringing their friends onto the platform and receiving WePoints that will ultimately convert into shares in WeShop.
The referral rate is set at a percentage of the WePoints earned by referred users during an applicable referral earning period, which may vary from time to time. By way of illustration only, if a user refers ten other users and each referred user earns 1,000 WePoints during the applicable referral earning period, and the applicable referral rate is 5%, the referring user would be eligible to receive an aggregate of 500 WePoints, subject to the terms of the Shareback Plan.
WePoints are awarded by the Company and do not represent equity or ownership interests in the Company. Any potential future issuance of Class A ordinary shares in connection with WePoints is subject to the terms of the Shareback Plan, applicable holding periods, trust mechanics, securities law requirements, and other applicable conditions.
The Company believes that referral-based participation may provide a cost-efficient user acquisition mechanism relative to traditional marketing methods; however, the award of WePoints does not involve the payment of cash consideration to users. | |
The journey so far
Embraced by brands, celebrities, etc. |
WeShop’s journey so far has been educational, rewarding, frustrating, inspiring and everything in between. In the United Kingdom, we have discovered the power of community shopping and ownership. By expanding into key markets WeShop aims to internationally build its community and allow its users to potentially create generational wealth in the future. | |
Advertising
Evolving and growing. |
The advertising industry continues to evolve and WeShop aims to give a real and transparent ROI for partners while at the same time using advertising technologies to enhance the experience for its community as well as being able to negotiate and offer great deals on what they like, buy and share. | |
Public markets
Creating reality for our community. |
By listing its shares on one of the greatest and internationally recognized stock exchanges in the world, WeShop establishes transparency, liquidity and allows its users to receive their shares in WeShop. The stock market allows WeShop to communicate to its users that they can be safe knowing that THEIR company is being run properly and efficiently. | |
Growth opportunity
Clear revenue and community growth strategies. |
As the Company aims to expand into offering other products and services that consumers need and desire, we believe we can encourage people to increase their monthly spend through the WeShop platform. Services such as insurance are used by the vast majority of people and by entering these industries, WeShop will allow users to receive ownership of WeShop while making their planned purchases of these services.
The Board is driven by margin and making the Company as profitable as possible. Through increased volumes come increased revenues and margin in both affiliate and advertising. We are already looking at international opportunities to launch WeShop to increase the user numbers over the coming years. | |
Value
Created by the community, for the community. |
WeShop’s culture is one of being here to serve the community by being as operationally efficient as possible to drive profitable financial results with the aim of promoting value growth in WeShop shares. This is not just a company. It is a community. This is not e-commerce, this is We-Commerce. | |
| Summary | In the world right now, people are shopping online, collecting loyalty rewards, looking for secondary and passive income while recommending products to friends and seeking recommendations from friends and influencers. At the same time, people are interested in companies and investing in them more than ever, and those markets continue to reflect the value of companies in a regulated environment. We have created a Circle of Trust in an ever-growing and dynamic segment of the world economy.
This is how We Shop. This is how We Share. This is how we make WeShop yours. |
-WeShop Board of Directors
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This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus before investing in our securities, including any supplements hereto that we may file, the registration statement of which this prospectus forms a part, the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” our financial statements and notes to those financial statements incorporated by reference herein as well as the other information incorporated by reference herein. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” for more information.
| Securities being registered for resale by the Selling Shareholder | Up to 6,000,000 Class A ordinary shares we may issue and sell to Roth Principal Investments from time to time, at our sole discretion, during the Investment Period. | |
| Selling Shareholder | Roth Principal Investments, LLC | |
| Offering prices for resales | The Selling Shareholder will determine when and how it will dispose of the Class A ordinary shares registered under this prospectus for resale. | |
| Class A ordinary shares issued and outstanding as of the date of this prospectus | 11,717,133 Class A ordinary shares. | |
| Class A ordinary shares issued and outstanding after this offering | 17,717,133 Class A ordinary shares, assuming the sale by us of 6,000,000 Class A ordinary shares to the Selling Shareholder under the Purchase Agreement. The actual number of shares outstanding after this offering will vary depending upon the actual number of shares we issue and sell to Roth Principal Investments under the Purchase Agreement after the date of this prospectus and until we sell $25,000,000 worth of Class A ordinary shares to the Selling Shareholder. | |
| Use of proceeds | We will not receive any of the proceeds from the resale of the Purchase Shares by Roth Principal Investments. However, we may receive up to $25,000,000 in aggregate gross proceeds under the Purchase Agreement from any sales of Purchase Shares we make to Roth Principal Investments pursuant to the Purchase Agreement, assuming that we sell the full amount of our Class A ordinary shares that we have the right, but not the obligation, to sell to Roth Principal Investments under the Purchase Agreement. Any proceeds that we receive from sales of Class A ordinary shares to Roth Principal Investments under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.” | |
| Voting rights of ordinary shares | Each outstanding Class A ordinary share is entitled to one vote on all matters submitted to a vote of shareholders. For more information, also see the section entitled “Description Of Shares And Memorandum And Articles Of Association.” | |
| Market for our securities | Our Class A ordinary shares began trading on Nasdaq on November 14, 2025 under the symbol “WSHP.” | |
| Dividend policy | We have never paid or declared any cash dividends on our Class A ordinary shares, and we do not anticipate paying any cash dividends on our Class A ordinary shares in the foreseeable future. We intend to retain all available funds and any future earnings and reinvest them to further the Company’s growth strategy and better achieve sustainable, long-term growth. | |
| Offering Price | The Selling Shareholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. | |
| Risk factors | See the section entitled “Risk Factors” in this prospectus or incorporated by reference herein and the other information included or incorporated in this prospectus for a discussion of factors you should consider before deciding to invest in our securities. |
The number of Class A ordinary shares to be outstanding after this offering as shown above is based on 11,717,133 Class A ordinary shares issued and outstanding as of September 24, 2026 and excludes as of that date other potential sources of dilution, including:
| ● | 5,656,022 Class A ordinary shares issuable upon exercise of options outstanding under the Company’s equity incentive arrangements; | |
| ● | 12,500,000 Class A ordinary shares issuable upon redemption of WePoints awarded under the Shareback Plan based on the 12,500,000 Class B ordinary shares currently issued and outstanding; and | |
| ● | any additional Class A ordinary shares that may be sold by the Company to the Selling Shareholder pursuant to the Sales Agreement, as further described immediately below, and that may be registered for resale on an amendment to the registration statement of which this prospectus forms a part or by filing one or more additional registration statements. |
The 6,000,000 Class A ordinary shares registered for resale under the registration statement of which this prospectus forms a part are not all of the Class A ordinary shares that may be sold pursuant to the Sales Agreement. Pursuant to the Sales Agreement, the Selling Shareholder has committed to purchase from the Company, at the Company’s direction, up to $25,000,000 of Class A ordinary shares, subject to terms and conditions specified in the Sales Agreement.
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Mission
WeShop’s mission is to create a global, e-commerce social community empowered by user ownership. WeShop is a shoppable social network. It is a community built for shoppers to inspire, guide and earn rewards. In one platform, we have blended User-Generated Content specific to products, online retail, and a rewards mechanism relevant to people interested in share ownership.
Overview
WeShop is a community owned social commerce platform offering shoppers the option to receive shares in the Company every time they make a purchase or refer a new user who makes purchases. WeShop earns revenues from advertising and commissions on sales through the platform. Retailers pay commissions to affiliate networks as a percent of the transaction value, and the affiliate networks in turn pay WeShop a percentage of that commission.
To launch and test the platform, WeShop partnered with Influencers, sponsored an organization, Salford City, and developed an innovative Founder Program to spread awareness of the platform. Salford City was given cash and an increased referral bonus of 2.5% for its referrals. Influencers were given the opportunity to attend promotional and educational events—certain, high-profile Influencers received share-based incentives and other Influencers were given small payments in cash as the Company experimented to find the best method for attracting new users. WeShop offered all users, including Influencers, a referral bonus of 1% of the amount spent by the referred users in their first five years as WeShop shares. For example, if a user referred a friend who spends £1,000 in their first five years and the share price during that time was £5, then that user would receive two shares, equal to £10 / £5. The share price was fixed by determination of the Board. To receive the bonus, a referring user had to share their unique Referral Code of an existing user and then transact on the platform. The shares awarded to the referring user were calculated based on a fixed price of the WeShop shares determined by the Company, so the referrer received pound spent by the new user * .01 / fixed price of shares. During its Pilot, the platform drove over £100m of sales and since then has driven approximately £5 million of sales as the Company’s focus has shifted towards listing in the U.S.
Our Competitive Strengths:
WeShop believes that we have many strengths to offer users which include but are not limited to:
Unique Loyalty Rewards Mechanism. The Shareback Plan ultimately will allow the users of the WeShop platform to be owners of WeShop. For more information, see “—WeShop’s Value Proposition—Why Shoppers Come to WeShop.”
Circle of Trust. WeShop has developed the Circle of Trust that allows users to buy trusted products from trusted retailers and view trusted reviews on these products from their own friends or influencers who they follow. In addition, users can receive Class A ordinary shares in WeShop which will be quoted on a trusted trading exchange if they comply with “know your customer” regulations necessary to receive Class A ordinary shares either via brokerage accounts or physical stock certificates.
Shared Success across all Participants. The WeShop model allows all participants to be successful and can be scaled for high margins at volume. Its partners’ infrastructure allows it to be low cost. The users are succeeding through the loyalty program of ownership and, if the Company grows, the value of their ownership could increase. The retail partners are succeeding as more sales are driven to their platforms from the WeShop platform.
Social Commerce Innovation. We combine shopping and social networking in a seamless application. WeShop gives its users the ability to ask and receive recommendations on products and services from other users.
Trusted Product Reviews from Friends. Our users can post User Generated Content about products, allowing fellow users to feel they are receiving honest and transparent product reviews.
Performance led Marketing for Retailers. Retailers can pay the affiliate networks for prominent advertising placements on the application.
Strong Network of Retailers. We have partnered with affiliate networks that allow us to offer hundreds of millions of products from over 500 retailers to our users. We do not enter into agreements directly with retailers. The affiliate networks pay us a percentage of the commission paid to them by the retailers for each user transaction or sale of advertising space. Two of our affiliate network agreements accounted for more than 70% of our revenue in 2024. These agreements are described below and filed as exhibits to the registration statement of which this prospectus forms a part.
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We are party to a publisher service agreement with Awin AG (“Awin”). This agreement allows retailers that partner with Awin to offer their products and services, as well as purchase advertising space, on the WeShop platform. WeShop earns a percentage of the commissions that Awin receives from its retail partners and is subject to Awin first receiving payment from the retailer. The commission percentage is determined by the individual retailer or advertiser, may fluctuate, and is subject to Awin first receiving payment from the retailer. Awin also provides WeShop with data on the activities of WeShop users who navigate from the WeShop platform onto Awin’s retail partners’ sites. This agreement does not create any contract between WeShop and Awin’s retail partners. Awin is not responsible for verifying the advertisements of its retail partners, nor does it assume any liability for their products and services. Awin can modify this agreement by providing fourteen (14) days’ notice to WeShop. Awin can terminate this agreement by thirty (30) days’ written notice or immediately if we materially breach the agreement or do not generate any commissions for six (6) months. Awin may also suspend accounts or withhold commissions under certain circumstances. The Awin publisher service agreement has an indefinite duration—it remains effective until either party terminates it pursuant to its terms or a force majeure event occurs that continues for six months.
We are a party to a partner user agreement with Impact Tech, Inc. (“Impact”). This agreement allows retailers that partner with Impact to offer their products and services, as well as purchase advertising space, on the WeShop platform. WeShop earns a percentage of the commissions that Impact receives from its retail partners, payable only to the extent Impact is first paid by the retailer. Commissions may also be adjusted or reversed if later disqualified. Impact also provides WeShop with data on the activities of WeShop users who navigate from the WeShop platform onto Impact’s retail partners’ sites. This agreement does not create any contract between WeShop and Impact’s retail partners. Impact is not responsible for verifying the advertisements of its retail partners, nor does it assume any liability for their products and services. Impact also reserves the right to suspend or restrict access to its platform and may impose fees for certain services, such as payment processing, currency conversion, or account administration. Impact may terminate the agreement by providing us with ten (10) days’ written notice of our uncured breach of the agreement, for any reason with thirty (30) days’ written notice, or immediately if we do not generate any commissions for one hundred and eighty (180) days. The Impact partner user agreement has an indefinite duration—it remains effective until either party terminates it pursuant to its terms or a force majeure event that prevents Impact from performing its obligations under the agreement.
Industry Background
Born from a combination of accessible social media content, positive and knowledgeable product reviews, and a unique reward proposition, WeShop is a library of shoppable product reviews from a digital online shopping mall on your phone where users can recommend and buy their favorite products from like-minded people.
According to a PowerReviews.com article titled “The Ever-Growing Power of Reviews”, 77% of US shoppers in 2023 trusted User-Generated Content when making purchase decisions and 53% of US shoppers believe the content from previous customers impacts whether they purchase a product or not. Continued growth in credibility of the opinions from everyday consumers opens an opportunity for WeShop to offer a functional and safe space for people to recommend their favorite products. According to an Edelman.com report dated May 2023, 61% of consumers suggest that one of the most credible brand ambassadors would be ‘someone like myself’.
According to the Edelman Trust Barometer 2023, just 23% of people in Great Britain believe their family will be better off in five years, down seven points from 2022. This trend can be seen globally—the global average has dropped ten points since 2019 and, of the 28 countries surveyed, 24 of them are at an all-time low. WeShop’s unique reward program introduces a simple mechanism for people to continue living their everyday life and be rewarded with ownership of WeShop. Evidence from a survey conducted by the Financial Conduct Authority in 2022 uncovered that, in the six months leading up to January 2023, almost six in ten (57%) UK adults had accessed savings and investments, including pension savings, or they had stopped saving altogether (Financial Lives 2022 survey - Key findings from the May 2022 survey: Executive summary, July 2023, FCA.org.uk). This is a worrying picture for the future of financial security. WeShop believes it can have an impact on the creation of generational wealth for years to come.
The demand continues to grow for loyalty and rewards programs with 81% of consumers agreeing a loyalty program increases their likelihood of making a purchase from that brand according to a study from Ebbo.com (54 Loyalty Program Statistics You Need to Know in 2023, 2023, Ebbo.com). According to the same study, loyalty programs are well adopted when implemented with 83% of consumers belonging to between one and six loyalty programs each. And the market is ready for change with 91% of consumers agreeing that many loyalty programs feel similar and are not differentiated enough from others.
The US has an abundance of cashback/discounts/reward apps available for consumers, both as free and premium offerings, such as Fetch (10.28 million downloads in 2023), Capital One (8.36 million downloads in 2023), and Upside (7.39 million downloads in 2023) each according to Statista.com (Most popular free discount and offer apps in the United States in 2023, by number of downloads, April 2024, Statista.com). Services such as GasBuddy, Upside and Fetch are seeing growth in discounts/rewards on traditional bricks and mortar commerce. With the rising cost of living, it is no surprise that 48% of US consumers sign up to loyalty programs offered by businesses for the discounts on products and marketers are struggling to retain these price-savvy customers (Discounts are the leading reason consumers sign up for loyalty programs, April 2024, eMarketer.com), with over 45% reporting finding it difficult to find the balance between offering deep enough discounts to entice consumers to repeat purchases and the margin available on items (Guide to customer loyalty programs and what makes these successful for retail brands, August 2024, eMarketer.com).
According to an article by the World Economic Forum, the interest in retail investment has continued to increase with retail investors accounting for 52% of global Assets Under Management (AUM) in 2021, a figure that is expected to grow to over 61% by 2030 (A fresh look at how to empower retail investors, October 2024, weforum.org). According to Boston Consulting Group. Most of this growth was seen during the COVID19 pandemic, with assets growing by 11% in 2020 to end the year at $103 trillion (41% of which held by retail portfolios). Retail investors were the main driver of net inflow, contributing 4.4% of new net capital in 2020, twice the size of the contribution made by institutional investors (The $100 Trillion Machine, July 2021, bcg.com).
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WeShop’s Value Proposition
Why Users Come to WeShop
| ● | Trusted Recommendations: There can be little doubt that a product recommended by a friend is one of the most effective forms of marketing. According to a report by Nielsen, 92% of consumers trust Earned Media, such as word-of-mouth or recommendations from friends and family, above all other forms of advertising (Global Trust in Advertising and Brand Messages, April 2012, nielson.com). | |
| ● | Unique Rewards Programs: Rewards and loyalty programs continue to rise in popularity. People are eager to find cashback, points that convert into discounts or other unique rewards programs. Referral programs from people such as American Express continually drive new user registrations. WeShop offers a unique reward program that could entice consumers to use and recommend its platform. | |
| ● | Community Through Co-operative Ownership: As one of the oldest business models in the world, the co-operative has proven to be an effective way to grow and shape a business. WeShop’s commitment to this business model distinguishes it from its competitors. It is the founder’s ambition for each of WeShop’s users to be shareholders and to allow these users to drive the growth of their platform. This will demonstrate to competitors the potential of consumerism through ownership within a regulated framework. |
Why Shoppers Come to WeShop
| ○ | Unique Shareback Plan: WeShop’s Shareback mechanism rewards users for transacting or referring friends who transact on the platform. The Shareback Plan will begin awarding WePoints, instead of Contingent Shares, upon WeShop’s listing in the U.S. Each WePoint will be worth one Class A ordinary share in WeShop. Fractional shares will not be awarded. The WeShop Community Trust will award Class A ordinary shares to users who properly redeem their WePoints. | |
| ○ | Comprehensive Product and Retailer Range: WeShop’s affiliate network partners allow WeShop to provide products and services from over 1,000 retailers in the United Kingdom and the US on the WeShop platform. | |
| ○ | Authentic Recommendations and Reviews: WeShop leverages the power of social networking to provide shoppers with genuine product recommendations and reviews from trusted friends, influencers, and verified users. This peer-to-peer driven approach helps shoppers make informed decisions and increases their confidence in purchasing.
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| ○ | Engaging Shopping Experience: WeShop combines e-commerce with social media, creating an interactive and engaging platform. Features such as video content, and influencer collaborations make the shopping experience more dynamic and enjoyable. | |
| ○ | Transparency and Trust: WeShop prioritizes transparency by offering clear information about products, prices, and the Shareback Plan. |
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| ○ | Shared Interests Driving Commerce: According to a report by Deloitte, customers referred by friends and family have a 37% higher Retention Rate than those acquired through other marketing methods (Harnessing the power of consumer advocacy to fuel efficient growth, April 2009, Deloitte). WeShop’s platform brings people together who share interests, building a self-perpetuating environment for shoppers to continuously inspire each other. | |
| ○ | Product-led Content: All content on the WeShop platform is driven by products and services. Users cannot post recommendations without tagging a product from one of WeShop’s partner retailers, ensuring every post is relevant to a particular product. WeShop had over 150,000 Social Interactions during its Pilot and has had approximately 2,500 Social Interactions since the Pilot. This is lower on average than the Pilot because the Company’s focus has shifted towards expanding into the U.S. | |
| ○ | Authenticity and Integrity: Authenticity and integrity are issues for social media services. Facebook removed 7 million posts containing false information about COVID-19 in just one quarter of 2020 according to Reuters (Facebook removes seven million posts for sharing false information on coronavirus, April 2020, Reuters); despite these efforts, a survey by Statista.com found that 69% of Americans believe social media platforms are not doing enough to prevent the spread of misinformation (Are social media sites like Facebook and YouTube currently doing enough or not doing enough to stop the spread of fake news on their sites?, April 2018, Statista). |
Why Advertisers Come to WeShop
| ○ | Proven Return on Investment (“ROI”) and Conversion Rates: WeShop can deliver ROI and Conversion Rates that allow advertisers to maximize their marketing spend and achieve their sales objectives. Top retailers such as John Lewis, Boots, eBay, Dunelm, Booking.com, TEMU and SHEIN consistently paid WeShop for advertising during the Pilot. | |
| ○ | Robust Affiliate Network Partnerships: WeShop has established partnerships across major affiliate networks that allow the platform to offer a wide range of products and services and provide data that enhance the value of advertisements for retailers. | |
| ○ | A New Alternative Offering: WeShop offers a new loyalty and rewards program that could attract a new type of customer with an alternative purchasing ethos. |
Competition
The worldwide marketplace in which we compete is evolving rapidly and intensely competitive, and we face a broad array of competitors from many different industry sectors around the world. Our current and potential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; and (2) web search engines, comparison shopping websites, social networks, web portals, and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers. Many of our competitors have greater resources, longer histories, more customers, and greater brand recognition. They may secure better terms from retailers and devote more resources to technology, infrastructure, fulfillment, and marketing. The internet facilitates competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser-known businesses to compete against us. Our business is also subject to rapid change and the development of new business models and the entry of new and well-funded competitors.
Revenue Growth
Summary of WeShop’s Existing Revenue Streams
WeShop has two revenue streams:
| 1. | Affiliate Revenue | |
| ● | Integrated Affiliate Marketing: As a publisher in Affiliate Marketing, WeShop has integrations with several major affiliate networks. WeShop earns revenues each time a user transacts successfully with a retailer through the WeShop platform. | |
| 2. | Advertising | |
| ● | Data Analytics: WeShop uses data analytics to drive interest-based advertising. It gathers data on user behavior, preferences, and engagement patterns and corresponds with retailers based on that data to offer them tailored advertising on the platform. | |
| ● | Tenancy Exposure Bookings: WeShop offers placement opportunities such as homepage banners, category highlights, and featured product sections that retailers can purchase from affiliate networks for a fee. WeShop receives a percentage of those fees as determined by the respective affiliate network. | |
| ● | Exclusive Tenancy Deals: WeShop offers deals tailored to specific brands or product categories. These deals offer brands dedicated exposure for set periods, driving significant traffic and sales during the promotional window. |
In conclusion, the monetization strategy of WeShop focuses on Advertising and Affiliate Revenues. Advertising revenues are maximized by WeShop’s data analytics and tenancy exposure bookings, and the Affiliate Revenues are assisted by its role as an Affiliate Marketing publisher.
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International Growth
Expanding WeShop’s presence internationally is a critical component of its growth strategy. By entering new markets, WeShop aims to increase its user base, enhance brand recognition, and drive revenue growth. WeShop’s approach to international expansion involves several strategic initiatives:
Market Research and Localization
| ● | In-Depth Market Research: Before entering a new market, WeShop will conduct market research to understand local consumer behaviors, retailer preferences, and cultural differences. This research will help WeShop tailor its offerings to meet users’ specific needs and expectations in each market. | |
| ● | Localization of Content and Services: WeShop will prioritize localizing content and services to ensure a regionally specific user experience. This includes translating the platform into local languages, adapting marketing materials, and offering region-specific products and deals. |
Strategic Partnerships and Collaborations
| ● | Building Local Partnerships: WeShop seeks to establish strategic partnerships with local brands, influencers, and affiliate networks. These collaborations help it build credibility and trust in new markets while expanding its product range and user base. Partnering with local influencers and creators allows WeShop to leverage their established audiences for faster market penetration. | |
| ● | Collaborating with Global Brands: WeShop collaborates with global brands such as John Lewis, eBay, Booking.com, and TEMU to offer them advertising of their products and services on the WeShop platform. WeShop corresponds with retailers regarding advertising but does not contract directly with them. Only affiliate networks contract directly with retailers. See “Item 5. Operating and Financial Review and Prospects” in our Annual Report incorporated by reference herein. |
Tailored Marketing Campaigns
| ● | Localized Marketing Strategies: WeShop will develop tailored marketing campaigns that resonate with local audiences. By understanding differences and preferences between individuals, it will create content and promotional offers that appeal to users in each market. These localized campaigns help build brand awareness. | |
| ● | Influencer Marketing: Leveraging influencer marketing is part of WeShop’s international growth strategy. By partnering with influential local personalities, it can reach new audiences effectively. Influencers help WeShop build credibility and awareness as well as drive user engagement and adoption. |
Technological Infrastructure and Support
| ● | Scalable Technological Infrastructure: WeShop continues to invest in scalable technological infrastructure to support rapid international growth. The platform is designed to handle increased traffic and transactions as it expands into new markets. | |
| ● | Customer Support and Community Management: Customer support and community management are vital for user retention. WeShop will establish local customer support teams to address user inquiries and issues. |
In conclusion, WeShop’s strategy for growing its international user base involves conducting in-depth market research, localizing content and services, establishing strategic partnerships, implementing tailored marketing campaigns, and ensuring robust technological infrastructure. WeShop’s focus on regulatory compliance, phased market entry, community building, and expanding the Shareback Plan further supports its growth objectives. Through these efforts, WeShop aims to create a global community of engaged users, driving its platform’s success and solidifying its position as a leader in the social commerce space.
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Risks Associated with our Business and Owning Our Class A Ordinary Shares
Our business and owning our Class A ordinary shares are subject to numerous risks and uncertainties, including those highlighted in the section entitled “Item 3. Key Information—D. Risk Factors” of our Annual Report incorporated by reference herein. These risks include, but are not limited to, the following:
| ● | the failure of an active, liquid, and orderly market for our Class A ordinary shares to develop or be sustained; | |
| ● | our ability to grow and maintain the number of consumers and retailers that use our service; | |
| ● | the competition that we face being intense and continuously evolving; | |
| ● | our ability to maintain and develop the WeShop brand; | |
| ● | the risk that WeShop users cease to provide us with reviews or remove their content from our service and the number of our users and revenue from our operations declines; | |
| ● | our plans for international expansion could fail as a result of risks associated with international operations; | |
| ● | potential breaches of our security systems; | |
| ● | the substantial control that our founder, John Garner, and certain of our other directors and officers and major shareholders, have and will continue to have over our business due to the concentration of voting power among entities in which they have voting control or influence thereon (for more information, please see the section entitled “Principal Shareholders”); and | |
| ● | risks related to our status as a foreign private issuer. |
Implications of being an emerging growth company
We are an “emerging growth company” as defined in the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We will remain an emerging growth company until the earliest of (i) five years from the date of our initial public offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A ordinary shares held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates required for other public companies.
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Implications of being a foreign private issuer
We are a foreign private issuer within the meaning of the rules under the Exchange Act. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and accordingly, the next determination will be made with respect to us on June 30, 2026. Even after we no longer qualify as an emerging growth company, for so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
| ● | the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; | |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and | |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time. |
We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. The related financial results and material events through press releases will be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive.
Nasdaq rules permit a foreign private issuer such as us to follow the corporate governance practices of our home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards.
We intend to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq applicable to U.S. domestic public companies. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.
Foreign private issuers, similar to emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we are no longer qualified as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither emerging growth companies nor foreign private issuers.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Ownership of Our Class A Ordinary Shares—As a foreign private issuer in the United States, we are exempt from certain U.S. proxy rules and disclosure requirements under the Exchange Act, which may afford less protection to holders of our Class A Ordinary Shares than they would enjoy if we were a domestic U.S. company.” and “Item 3. Key Information—D. Risk Factors—As a foreign private issuer in the United States, we are permitted to, and will, rely on exemptions from certain Nasdaq corporate governance standards, which may afford less protection to holders of our Class A Ordinary Shares” in our Annual Report incorporated by reference herein.
Corporate information
WeShop Holdings Limited is a BVI Business Company limited by shares and incorporated in the British Virgin Islands. We were initially formed as Boanerges Limited, a British Virgin Islands registered company which was listed as a special purpose acquisition company on the London junior market called Aquis on April 23, 2021 (“Boanerges”). On November 17, 2021, Boanerges’ shareholders approved the acquisition of the business, assets and name of WeShop Limited and subsequent to the transaction closing, Boanerges was renamed to WeShop Holdings Limited. Our principal executive offices are located at Hawk House, 22 The Esplanade, Jersey, JE1 1HH Channel Islands. Our telephone number is +44 (808) 196-8324 and our website address is https://we.shop. Information contained on or that can be accessed through our website and mobile application is neither a part of, nor incorporated by reference into, this prospectus, and you should not consider information on our website to be part of this prospectus. Our website address is included in this prospectus as an inactive textual reference only.
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The Committed Equity Facility
On September 9, 2026, we entered into the Purchase Agreement and a related registration rights agreement, dated as of September 9, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, we have the right, in our sole discretion, to sell to Roth Principal Investments up to $25,000,000 of our Class A ordinary shares (subject to certain limitations contained in the Purchase Agreement) (the “Commitment Amount”), from time to time after the date of this prospectus and during the term of the Purchase Agreement through one or more Purchases (as defined below). Sales of our Class A ordinary shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act, the offer and resale by Roth Principal Investments of up to 6,000,000 Purchase Shares that we may, in our sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (defined below) pursuant to the Purchase Agreement.
Upon the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligations set forth in the Purchase Agreement (the initial satisfaction of all of such conditions, the “Commencement”), none of which are within Roth Principal Investments’ control, including that the registration statement that includes this prospectus shall have been declared effective by the SEC, we have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months (unless the Purchase Agreement is earlier terminated), beginning on the date on which the Commencement occurs (such date, the “Commencement Date” and the period commencing on the Commencement Date and expiring on the date the Purchase Agreement is terminated, the “Investment Period”), to direct Roth Principal Investments to purchase a specified number of Class A ordinary shares (each, a “Market Open Purchase”), not to exceed the lesser of (such lesser number of shares, the “Market Open Purchase Maximum Amount”): (i) 2,000,000 of our Class A ordinary shares and (ii) up to a certain percentage (not to exceed 25.0%), which we will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase (such specified percentage, the “Market Open Purchase Percentage”), of the total aggregate number (or volume) of our Class A ordinary shares traded on Nasdaq during the applicable Market Open Purchase Valuation Period (as defined below) for such Market Open Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted as necessary to give effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement, the “Market Open Purchase Share Amount”), by timely delivering written notice of such Market Open Purchase to Roth Principal Investments (each, a “Market Open Purchase Notice”) prior to 9:00 a.m., New York City time, on any trading day (each, a “Purchase Date”), so long as (a) the closing sale price of our Class A ordinary shares on Nasdaq on the trading day immediately prior to such Purchase Date is not less than a threshold price of $1.00 (the “Threshold Price”), and (b) all Class A ordinary shares subject to all prior Market Open Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable purchase share delivery dates (each, a “Purchase Share Delivery Date”) for such prior Purchases in accordance with the Purchase Agreement. Each notice provided by us to Roth Principal Investments relating to the sale of Purchase Shares is defined herein as a “Purchase Notice”.
The per share purchase price that Roth Principal Investments is required to pay for our Class A ordinary shares in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of our Class A ordinary shares (the “VWAP”), calculated in accordance with the Purchase Agreement, for the period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of our Class A ordinary shares traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase (the “Market Open Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase, and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order discontinue election” (a “Limit Order Discontinue Election”) shall apply to such Market Open Purchase, such time that the trading price of our Class A ordinary shares on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of our Class A ordinary shares on the trading day immediately prior to the applicable Purchase Date for such purchase (the “Minimum Price Threshold”). The per share purchase price will equal the VWAP for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement), less a fixed 3.0% discount to such VWAP.
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Under the Purchase Agreement, for purposes of calculating the volume of Class A ordinary shares traded during a Market Open Purchase Valuation Period, as well as the VWAP for a Market Open Purchase Valuation Period, the following transactions, to the extent they occur during such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Class A ordinary shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or closing sale of Class A ordinary shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and (z) if we have specified in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order continue election” (a “Limit Order Continue Election”), rather than a Limit Order Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of Class A ordinary shares on Nasdaq during such Market Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.
From and after the Commencement Date, in addition to Market Open Purchases described above, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase Date, a specified number of Class A ordinary shares (each, an “Intraday Purchase”), not to exceed the lesser of (such lesser number of shares, the “Intraday Purchase Maximum Amount”): (i) 2,000,000 Class A ordinary shares and (ii) up to a certain percentage (not to exceed 25.0%), which we will specify in the applicable Intraday Purchase Notice (as defined below) for such Intraday Purchase (such specified percentage, the “Intraday Purchase Percentage”), of the total aggregate volume of our Class A ordinary shares traded on Nasdaq during the applicable “Intraday Purchase Valuation Period” (determined in a similar manner as the Market Open Purchase Valuation Period for a Market Open Purchase) for such Intraday Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount as set forth in the Purchase Agreement, the “Intraday Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase, if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”), so long as (i) the closing sale price of our Class A ordinary shares on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all of our Class A ordinary shares subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.
The per share purchase price for our Class A Ordinary Shares that we elect to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different times on such Purchase Date.
From and after the Commencement Date, in addition to Market Open Purchases and Intraday Purchases described above, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase Class A ordinary shares in one or more Pre-Market Purchases and Post-Market Purchases (each as defined below), on any trading day that would qualify as a Purchase Date. The maximum number of shares in any Pre-Market Purchase or Post-Market Purchase may not exceed the lesser of 1,000,000 shares and up to a certain percentage (not to exceed 20.0%) of the total aggregate volume of shares traded during the applicable valuation period. The per share purchase price for shares purchased in Pre-Market Purchases and Post-Market Purchases will be determined by reference to the VWAP during the applicable valuation period, less a fixed 5.00% discount to such VWAP.
There is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for our Class A ordinary shares we may elect to sell to it in any Market Open Purchase, any Intraday Purchase, any Pre-Market Purchase or any Post-Market Purchase under the Purchase Agreement. In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases (each a “Purchase”) effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of our Class A ordinary shares to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts in connection with any such Purchase (as applicable), in each case, will be equitably adjusted as set forth in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum price thresholds.
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We will control the timing and amount of any sales of our Class A ordinary shares to Roth Principal Investments that we may elect, in our sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our Class A ordinary shares and determinations by us as to the appropriate sources of funding for our company’s business and operations. The Company has no obligation to sell any shares to Roth Principal Investments, and Roth Principal Investments is obligated to purchase shares only as directed by the Company and subject to the terms and conditions of the Purchase Agreement.
Under the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement more than 2,342,254 Class A ordinary shares, which number of shares is equal to 19.99% of the shares of our Class A ordinary shares outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) we obtain shareholder approval to issue shares of our Class A ordinary shares in excess of the Exchange Cap in accordance with applicable Nasdaq rules, (ii) the average price per share paid by Roth Principal Investments for all of our Class A ordinary shares that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $5.3475 (representing a price per Class A ordinary share equal to the sum of $0.2135 and the lower of (a) the official closing price of our Class A ordinary shares on Nasdaq on the date of execution of the Purchase Agreement and (b) the average official closing price of our Class A ordinary shares on Nasdaq for the five consecutive trading days ending on the date of execution of the Purchase Agreement, or (iii) we take all actions required pursuant to Nasdaq Rule 5615(a)(3) to duly and validly rely on the exemption for foreign private issuers from applicable Nasdaq rules and regulations by adopting the home country practice (the “Home Country Practice”) in connection with the transactions contemplated by the Purchase Agreement, in each case so that the Exchange Cap limitation will not apply to issuances and sales of our Class A ordinary shares pursuant to the Purchase Agreement. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap.
Moreover, we may not issue or sell any of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of our Class A ordinary shares then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares of our Class A ordinary shares (the “Beneficial Ownership Limitation”).
The net proceeds to us from sales that we elect to make to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares of our Class A ordinary shares to Roth Principal Investments. We expect that any proceeds received by us from such sales of Class A ordinary shares to Roth Principal Investments will be used for working capital and general corporate purposes.
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Class A ordinary shares after the date of issuance, or WeShop effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which WeShop may offer, issue or sell Class A ordinary shares or any securities exercisable, exchangeable or convertible into Class A ordinary shares at a future determined price. WeShop may, however, enter into a Variable Rate Transaction with the prior written consent of Roth Principal Investments. The foregoing restriction is also subject to certain limited exceptions for Exempt Issuances (as defined in the Purchase Agreement), which include issuances pursuant to equity compensation plans, WeShop Shareback™ Rewards Plan, and certain other transactions, as described in the Purchase Agreement.
Roth Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the Class A ordinary shares or hedging transaction that establishes a net short position in the Class A ordinary shares during the term of the Purchase Agreement.
The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from us under the Purchase Agreement Class A ordinary shares for an aggregate gross purchase price of $25,000,000, (iii) the date on which the Class A ordinary shares shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.
We have the right to terminate the Purchase Agreement at any time after Commencement, upon five (5) trading days’ prior written notice to Roth Principal Investments, provided that we have paid or caused to be paid all of the Commitment Fee (or earned portion thereof) and all Additional Investor Legal Fee Reimbursement Amount payments required to be paid prior to such termination. We and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither we nor Roth Principal Investments may assign or transfer any of our respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction will not be deemed an assignment under the Registration Rights Agreement. Each of the Purchase Agreement and the Registration Rights Agreement may be amended only by a written instrument signed by both parties and may be waived only in a written instrument signed by the party against whom enforcement of the waiver is sought, in each case subject to the restrictions and conditions set forth therein, including that no provision may be amended or waived by the parties from and after the date that is one (1) trading day immediately preceding the date on which the initial registration statement is initially filed with the SEC.
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As consideration for Roth Principal Investments’ commitment to purchase Class A ordinary shares at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay to Roth Principal Investments a cash commitment fee of $500,000 (the “Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our Class A ordinary shares effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.
In addition, we have agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $75,000 (the “Initial Legal Fee Reimbursement Amount”), upon our execution of the Purchase Agreement and Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments up to $7,500 semi-annually (or per fiscal quarter if we file financial information on a quarterly basis) (the “Additional Investor Legal Fee Reimbursement Amount”) for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.
Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable purchase valuation period on the applicable Purchase Date for such Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of September 24, 2026, there were 11,717,133 Class A ordinary shares outstanding, of which 3,980,700 shares were held by non-affiliates of our company. If all of the 6,000,000 Class A ordinary shares offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 34% of the total number of outstanding Class A ordinary shares and approximately 60% of the total number of outstanding Class A ordinary shares held by non-affiliates of our company, in each case as of September 24, 2026.
Although the Purchase Agreement provides that we may sell up to $25,000,000 of our Class A ordinary shares to Roth Principal Investments, only 6,000,000 Purchase Shares are being registered under the Securities Act for resale by Roth Principal Investments under the registration statement that includes this prospectus. At an assumed purchase price per share of $5.17, representing the closing sale price of our Class A ordinary shares on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement. However, depending on the market prices of our Class A ordinary shares on the Purchase Dates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, we may need to register under the Securities Act additional shares of our Class A ordinary shares for resale by Roth Principal Investments in order for us to receive aggregate proceeds equal to Roth Principal Investments’ $25,000,000 maximum aggregate purchase commitment available to us under the Purchase Agreement. Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our Class A ordinary shares under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more Class A ordinary shares than the Exchange Cap (or 2,342,254 Class A ordinary shares) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first either (i) obtain shareholder approval to issue Class A ordinary shares in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules, or (ii) take all actions required to adopt the Home Country Practice in connection with the transactions contemplated by the Purchase Agreement. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap. Any issuance and sale by us under the Purchase Agreement of a substantial amount of Class A ordinary shares being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus (or a post-effective amendment thereto) could cause additional substantial dilution to our shareholders.
The number of Class A ordinary shares ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of Class A ordinary shares, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date. The issuance of our Class A ordinary shares to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of Class A ordinary shares that our existing shareholders own will not decrease, the Class A ordinary shares owned by our existing shareholders will represent a smaller percentage of our total outstanding Class A ordinary shares after any such issuance.
For additional information see the section entitled “The Committed Equity Facility”, below.
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An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risk factors set forth in our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2025 on file with the SEC, which is incorporated by reference into this prospectus. If any of those risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. The risk factors discussed in other parts of this prospectus and set forth in the Annual Report are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our securities if you can bear the risk of loss of your entire investment.
The number of shares we are registering represents a significant percentage of our outstanding Class A ordinary shares, and the resale of those shares could depress our Class A ordinary share price.
The up to 6,000,000 Class A ordinary shares registered for resale under this prospectus represent approximately 51% of our issued and outstanding Class A ordinary shares as of September 24, 2026, and a substantially larger percentage of our public float. Sales of a substantial number of Class A ordinary shares in the public market by the Selling Shareholder, or the perception that such sales might occur, could cause the market price of our shares to decline and could impair our ability to raise capital through future offerings of equity or equity-linked securities.
Future sales of our Class A ordinary shares or securities convertible into Class A ordinary shares could depress the market price.
Sales of substantial amounts of our Class A ordinary shares in the public market, or the perception that such sales may occur, could cause the market price of our Class A ordinary shares to decline and could impair our ability to raise capital through future offerings. For example, the redemption of WePoints and conversion of Class B ordinary shares into Class A ordinary shares pursuant to the terms of the Shareback Plan will result in additional Class A ordinary shares being issued. As of the date of this prospectus, an aggregate of 1,165,287.1428 WePoints have been awarded to users, including 1,165,276.5492 to users in the United Kingdom and 10.5936 to users in the United States. No WePoints have been redeemed for Class A ordinary shares from the WeShop Community Trust as of the date of this prospectus.
The SEC may take the position that this offering, or a portion of it, is an indirect primary offering that may not be conducted on a continuous basis under Rule 415, which could require us to reduce the number of shares registered.
Under the SEC staff’s interpretation of Rule 415 under the Securities Act, a purported resale registration may in certain circumstances be recharacterized as a primary offering by the issuer through the selling shareholders—for example, where the number of shares being registered is large relative to the issuer’s public float and the selling shareholders acquired their securities in transactions with attributes of an underwriting. If the SEC staff takes that position with respect to this offering, we may be required to reduce the number of shares registered, to identify one or more Selling Shareholder as underwriter, to register shares at a fixed price rather than at prevailing market prices, or to withdraw and re-file the registration statement, any of which could delay or limit the ability of the Selling Shareholder to resell its shares and could adversely affect our financing arrangements.
The issuance and sale of our Class A ordinary shares to Roth Principal Investments may cause dilution to our other shareholders and the sale of the Class A ordinary shares acquired by Roth Principal Investments, or the perception that such sales may occur, could cause the price of our Class A ordinary shares to decrease.
On September 9, 2026, we entered into a Purchase Agreement with Roth Principal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $25,000,000 of Purchase Shares, upon the terms and subject to the conditions set forth in the Purchase Agreement. We are registering 6,000,000 Class A ordinary shares for resale under this prospectus, which is approximately 51% of the 11,717,133 Class A ordinary shares issued and outstanding as of September 24, 2026 and many times our current public float. If we issue and sell all of those shares to the Selling Shareholder, our existing shareholders would be diluted to a very substantial degree. The Selling Shareholder is expected to resell the shares it acquires into the public market, and the resale of a large number of shares, or the perception that such resales may occur, could cause the market price of our Class A ordinary shares to decline and impair our ability to raise capital.
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It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from those sales.
We entered into the Purchase Agreement with Roth Principal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $25,000,000 of our Class A ordinary shares, subject to certain limitations and conditions set forth in the Purchase Agreement. The Class A ordinary shares that may be issued under the Purchase Agreement may be sold by us to Roth Principal Investments at our discretion from time to time over a 36-month period commencing on the Commencement Date unless the Purchase Agreement is terminated earlier. We generally have the right to control the timing and amount of any sales of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement. Sales of our Class A ordinary shares, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some, or none of the Class A ordinary shares that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement. Depending on market liquidity at the time, resales of those shares by Roth Principal Investments may cause the public trading price of our Class A ordinary shares to decrease. Because the purchase price per share to be paid by Roth Principal Investments for the Class A ordinary shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement will fluctuate based on the market prices of our Class A ordinary shares, it is not possible for us to predict, as of the date of this prospectus, the number of Class A ordinary shares that we will sell to Roth Principal Investments under the Purchase Agreement, the purchase price per share that Roth Principal Investments will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Roth Principal Investments under the Purchase Agreement.
Roth Principal Investments is not obligated to purchase any Class A ordinary shares under the Purchase Agreement unless certain conditions are met, and we may not be able to access the full commitment under the Purchase Agreement.
Roth Principal Investments has committed to purchase up to $25,000,000 of Class A ordinary shares from us pursuant to the Purchase Agreement, but only if certain conditions are met. Among other conditions, our ability to sell Class A ordinary shares to Roth Principal Investments is subject to Roth Principal Investments’ purchase obligation being subject to the satisfaction of certain conditions, none of which are within Roth Principal Investments’ control, including that the registration statement of which this prospectus forms a part is effective under the Securities Act and that no stop order suspending the effectiveness of the registration statement has been issued by the SEC. We also are limited in our ability to sell shares to Roth Principal Investments on any trading day on which the closing sale price of our Class A ordinary shares on Nasdaq on the trading day immediately prior to such date is below the Threshold Price of $1.00 per share. If we are unable to satisfy the conditions contained in the Purchase Agreement, Roth Principal Investments is not obligated to purchase any Class A ordinary shares from us, and we may not be able to access the full amount of the commitment under the Purchase Agreement. Further, Roth Principal Investments may terminate the Purchase Agreement upon the occurrence of certain events, including a material adverse change in our business. In such event, we would need to secure another source of funding, which may not be available or available only on terms that are unfavorable to us.
Investors who buy shares at different times will likely pay different prices.
Investors who purchase Class A ordinary shares from Roth Principal Investments in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and number of shares sold in this offering. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
We have broad discretion in the use of any net proceeds we receive under the Purchase Agreement and may not use them effectively.
Our management will have broad discretion over the use of proceeds from any sales of Class A ordinary shares we may make to Roth Principal Investments under the Purchase Agreement, and we may not use such proceeds effectively. Because of the number and variability of factors that will determine our use of such proceeds, their ultimate use may vary substantially. Our management might not apply our proceeds in ways that ultimately increase the value of any investment in our securities or enhance shareholder value. If we do not invest or apply the proceeds in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our Class A ordinary share price to decline.
The Selling Shareholder will pay less than the then-prevailing market price for our Class A ordinary shares, which could cause the price of our Class A ordinary shares to decline.
The purchase price of our Class A ordinary shares to be sold to Roth Principal Investments under the Purchase Agreement is derived from the market price of our Class A ordinary shares on Nasdaq. Class A ordinary shares to be sold to Roth Principal Investments pursuant to the Purchase Agreement will be purchased at a discounted price. The actual amount of proceeds we receive pursuant to each Purchase Notice (each, the “Purchase Amount”) is determined by multiplying the Purchase Amount requested by the applicable purchase price. See section entitled “The Committed Equity Facility” for more information.
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On September 9, 2026, we entered into the Purchase Agreement and the Registration Rights Agreement with Roth Principal Investments. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, from and after the Commencement Date, we will have the right, in our sole discretion, to sell to Roth Principal Investments up to $25,000,000 of shares of our Class A ordinary shares, subject to certain limitations set forth in the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement. Sales of Class A ordinary shares by us to Roth Principal Investments under the Purchase Agreement, and the timing of any such sales, are solely at our option, and we are under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act the resale by Roth Principal Investments of up to 6,000,000 Purchase Shares that we may, in our sole discretion, direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement.
We do not have the right to commence any sales of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement until the Commencement Date, which is the date on which all of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement have initially been satisfied, none of which are in Roth Principal Investments’ control, including that the registration statement that includes this prospectus shall have been declared effective by the SEC and the final form of this prospectus shall have been filed with the SEC. From and after the Commencement Date, we have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, to direct Roth Principal Investments to purchase up to a specified maximum amount of Class A ordinary shares in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases as set forth in the Purchase Agreement, by timely delivering the applicable Purchase Notice for each such Purchase to Roth Principal Investments in accordance with the Purchase Agreement on any trading day we select as the Purchase Date therefor, so long as (i) the closing sale price of our Class A ordinary shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all Class A ordinary shares subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.
From and after Commencement, the Company will control the timing and amount of any sales of Class A ordinary shares to Roth Principal Investments. Actual sales of shares of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our Class A ordinary shares and determinations by us as to the appropriate sources of funding for our company and its operations.
Under the applicable Nasdaq rules, in no event may we issue to Roth Principal Investments under the Purchase Agreement our Class A ordinary shares in excess of the Exchange Cap (or 2,342,254 Class A ordinary shares, representing 19.99% of our Class A ordinary shares outstanding immediately prior to the execution of the Purchase Agreement), unless (i) we obtain shareholder approval to issue Class A ordinary shares in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the Class A ordinary shares that we direct Roth Principal Investments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $5.3475 (representing a price per Class A ordinary share equal to the sum of $0.2135 and the lower of (a) the official closing price of our Class A ordinary shares on Nasdaq on the date of execution of the Purchase Agreement and (b) the average official closing price of our Class A ordinary shares on Nasdaq for the five consecutive trading days ending on the date of execution of the Purchase Agreement), or (iii) we take all actions required pursuant to Nasdaq Rule 5615(a)(3) to duly and validly rely on the exemption for foreign private issuers from applicable Nasdaq rules and regulations by adopting the Home Country Practice in connection with the transactions contemplated by the Purchase Agreement, in each case so that the Exchange Cap limitation will not apply to issuances and sales of Class A ordinary shares pursuant to the Purchase Agreement. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap.
Moreover, we may not issue or sell any Class A ordinary shares to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other Class A ordinary shares then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning Class A ordinary shares in excess of the 4.99% Beneficial Ownership Limitation.
The net proceeds to us from sales that we elect to make to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell our Class A ordinary shares to Roth Principal Investments. We expect that any proceeds received by us from such sales to Roth Principal Investments will be used for working capital and general corporate purposes.
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Neither we nor Roth Principal Investments may assign or transfer any of our respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction will not be deemed an assignment under the Registration Rights Agreement. Each of the Purchase Agreement and the Registration Rights Agreement may be amended only by a written instrument signed by both parties and may be waived only in a written instrument signed by the party against whom enforcement of the waiver is sought, in each case subject to the restrictions and conditions set forth therein, including that no provision may be amended or waived by the parties from and after the date that is one (1) trading day immediately preceding the date on which the initial registration statement is initially filed with the SEC.
As consideration for Roth Principal Investments’ commitment to purchase Class A ordinary shares at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to pay to Roth Principal Investments a cash commitment fee of $500,000 (the “Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate purchase price payable by Roth Principal Investments to the Company in connection with each Purchase of Class A ordinary shares effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.
In addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $75,000, upon our execution of the Purchase Agreement and the Registration Rights Agreement, for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. We have also agreed to reimburse Roth Principal Investments the Additional Investor Legal Fee Reimbursement Amount of up to $7,500 semi-annually (or if the Company files financial information on a quarterly basis, then per fiscal quarter) for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC’s website at www.sec.gov.
Purchases of Class A Ordinary Shares Under the Purchase Agreement
Market Open Purchases
From and after the Commencement Date, we will have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, beginning on the Commencement Date, to direct Roth Principal Investments to purchase a specified number of Class A ordinary shares, not to exceed the applicable Market Open Purchase Maximum Amount, in a Market Open Purchase under the Purchase Agreement, by timely delivering a written Market Open Purchase Notice to Roth Principal Investments, prior to 9:00 a.m., New York City time, on any trading day we select as the Purchase Date for such Market Open Purchase, so long as:
| ● | the closing sale price of our Class A ordinary shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and | |
| ● | all Class A ordinary shares subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments prior to the time we deliver such Market Open Purchase Notice. |
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The Purchase Maximum Amount applicable to such Market Open Purchase will be equal to the lesser of:
| ● | 2,000,000 Class A ordinary shares; and | |
| ● | the Market Open Purchase Percentage (as specified in the applicable Market Open Purchase Notice for such Purchase) of the total aggregate number (or volume) of our Class A ordinary shares traded on Nasdaq during the applicable Market Open Purchase Valuation Period for such Market Open Purchase. |
The actual number of Class A ordinary shares that Roth Principal Investments will be required to purchase in a Market Open Purchase, which we refer to as the Market Open Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Market Open Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Market Open Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap.
The per share purchase price that Roth Principal Investments will be required to pay for the Market Open Purchase Share Amount in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be equal to the VWAP of our Class A ordinary shares for the applicable Market Open Purchase Valuation Period on the Purchase Date for such Market Open Purchase, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period. The Market Open Purchase Valuation Period for a Market Open Purchase is defined in the Purchase Agreement as the period beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and ending at the earliest to occur of:
| ● | 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date; | |
| ● | such time that the total aggregate number (or volume) of Class A ordinary shares traded on Nasdaq during such Market Open Purchase Valuation Period reaches the applicable Market Open Purchase Share Volume Maximum for such Market Open Purchase, which will be determined by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase); and | |
| ● | if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Discontinue Election shall apply to such Market Open Purchase, such time that the trading price of our Class A ordinary shares on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold. |
Under the Purchase Agreement, for purposes of calculating the volume of Class A ordinary shares traded during a Market Open Purchase Valuation Period, including for purposes of determining whether the applicable Market Open Purchase Share Volume Maximum for a Market Open Purchase has been reached, for purposes of calculating the VWAP of our Class A ordinary shares for the applicable Market Open Purchase Valuation Period, and to the extent that we specify in the applicable Market Open Purchase Notice that the Limit Order Discontinue Election will apply, the following transactions, to the extent they occur during such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Class A ordinary shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or closing sale of Class A ordinary shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and (z) if we have specified in the applicable Market Open Purchase Notice for such Market Open Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of Class A ordinary shares on Nasdaq during such Market Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.
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Intraday Purchases
In addition to the Market Open Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to make Intraday Purchases (whether or not a Market Open Purchase is effected on such Purchase Date), not to exceed the applicable Intraday Purchase Maximum Amount, in an Intraday Purchase under the Purchase Agreement, by timely delivering a written Intraday Purchase Notice to Roth Principal Investments, after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date, so long as:
| ● | the closing sale price of our Class A ordinary shares on the trading day immediately prior to such Purchase Date is not less than the Threshold Price; and | |
| ● | all Class A ordinary shares subject to all prior Purchases (as applicable) effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date, including all prior purchases effected on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement. |
The Intraday Purchase Maximum Amount applicable to such Intraday Purchase will be equal to the lesser of:
| ● | 2,000,000 Class A ordinary shares; and | |
| ● | the Intraday Purchase Percentage (as specified by us in the applicable Intraday Purchase Notice for such Intraday Purchase) of the total aggregate number (or volume) of our Class A ordinary shares traded on Nasdaq during the applicable Intraday Purchase Valuation Period for such Intraday Purchase. |
The actual number of Class A ordinary shares that Roth Principal Investments will be required to purchase in an Intraday Purchase, which we refer to as the Intraday Purchase Share Amount, will be equal to the number of shares that we specify in the applicable Intraday Purchase Notice, subject to adjustment to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount and other applicable limitations set forth in the Purchase Agreement, including the Beneficial Ownership Limitation and, if then applicable, the Exchange Cap. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap.
The per share purchase price that Roth Principal Investments will be required to pay for the Intraday Purchase Share Amount in an Intraday Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same 3.0% fixed percentage discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase as described above), provided that the VWAP used to determine the purchase price for the Intraday Purchase Share Amount to be purchased in an Intraday Purchase will be equal to the VWAP for the applicable Intraday Purchase Valuation Period on the Purchase Date for such Intraday Purchase. The Intraday Purchase Valuation Period for an Intraday Purchase is defined in the Purchase Agreement as the period during the regular trading session on Nasdaq on such Purchase Date, beginning at the latest to occur of:
| ● | such time of confirmation of Roth Principal Investments’ receipt of the applicable Intraday Purchase Notice; | |
| ● | such time that the Market Open Purchase Valuation Period for any prior Market Open Purchase effected on the same Purchase Date (if any) has ended; and | |
| ● | such time that the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date (if any) has ended, |
and ending at the earliest to occur of:
| ● | 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date; |
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| ● | such time that the total aggregate number (or volume) of Class A ordinary shares traded on Nasdaq during such Intraday Purchase Valuation Period reaches the applicable Intraday Purchase Share Volume Maximum for such Intraday Purchase, which will be determined by dividing (a) the applicable Intraday Purchase Share Amount for such Intraday Purchase, by (b) the Purchase Percentage we specified in the applicable Intraday Purchase Notice for determining the applicable Intraday Purchase Share Amount for such Intraday Purchase; and | |
| ● | if we further specify Limit Order Discontinue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, such time that the trading price of our Class A ordinary shares on Nasdaq during such Intraday Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable Minimum Price Threshold. |
As with Market Open Purchases, for purposes of calculating the volume of Class A ordinary shares traded during an Intraday Purchase Valuation Period, including for purposes of determining whether the applicable Intraday Purchase Share Volume Maximum for an Intraday Purchase has been reached, for purposes of calculating the VWAP of our Class A ordinary shares for the applicable Intraday Purchase Valuation Period, the following transactions, to the extent they occur during such Intraday Purchase Valuation Period, are excluded: (x) the opening or first purchase of Class A ordinary shares at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, (y) the last or closing sale of Class A ordinary shares at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Intraday Purchase, and (z) if we have specified in the applicable Intraday Purchase Notice for such Intraday Purchase that a Limit Order Continue Election, rather than a Limit Order Discontinue Election, shall apply to such Intraday Purchase, all purchases and sales of Class A ordinary shares on Nasdaq during such Intraday Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Intraday Purchase.
We may, in our sole discretion, timely deliver multiple Intraday Purchase Notices to Roth Principal Investments prior to 2:00 p.m., New York City time, on a single Purchase Date to effect multiple Intraday Purchases on such same Purchase Date, provided that the Market Open Purchase Valuation Period for any earlier Market Open Purchase effected on the same Purchase Date (as applicable) and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date have ended prior to 2:00 p.m., New York City time, on such Purchase Date, and so long as all Class A ordinary shares subject to all prior Purchases (as applicable) effected by us under the Purchase Agreement, including all prior purchases effected on the same Purchase Date as such applicable Intraday Purchase, have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.
The terms and limitations that will apply to each subsequent additional Intraday Purchase effected on the same Purchase Date will be the same as those applicable to any earlier Market Open Purchase (as applicable) and any earlier Intraday Purchase effected on the same Purchase Date as such subsequent additional Intraday Purchase, and the per share purchase price for the Class A ordinary shares that we elect to sell to Roth Principal Investments in each subsequent additional Intraday Purchase effected on the same Purchase Date as an earlier Market Open Purchase (as applicable) and/or earlier Intraday Purchase(s) effected on such Purchase Date will be calculated in the same manner as in the case of such earlier Market Open Purchase (as applicable) and such earlier Intraday Purchase(s) effected on the same Purchase Date as such subsequent additional Intraday Purchase, with the exception that the Intraday Purchase Valuation Period for each subsequent additional Intraday Purchase will begin and end at different times (and may vary in duration) during the regular trading session on such Purchase Date, in each case as determined in accordance with the Purchase Agreement.
In the case of Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per Class A ordinary share to be purchased by Roth Principal Investments in a Market Open Purchase, an Intraday Purchase, a Pre-Market Purchase or a Post-Market Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or minimum price threshold in connection with any such Purchase (as applicable), in each case, will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or minimum price thresholds.
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Pre-Market Purchases
In addition to Market Open Purchases and Intraday Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase a specified number of Class A ordinary shares (each, a “Pre-Market Purchase”), not to exceed the lesser of (such lesser number of shares, the “Pre-Market Purchase Maximum Amount”): (i) 1,000,000 Class A ordinary shares and (ii) up to a certain percentage (not to exceed 20.0%), which we will specify in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase (such specified percentage, the “Pre-Market Purchase Percentage”), of the total aggregate number (or volume) of our Class A ordinary shares traded on Nasdaq over a purchase valuation period to be calculated in accordance with the Purchase Agreement (such period, a “Pre-Market Purchase Period”) for such Pre-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Pre-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the “Pre-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Pre-Market Purchase (each, a “Pre-Market Purchase Notice”), after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City time, on any trading day we select as the Purchase Date for such Pre-Market Purchase, so long as (i) the closing sale price of the Class A ordinary shares on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all Class A ordinary shares subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.
The per share purchase price that Roth Principal Investments will be required to pay for the Pre-Market Purchase Share Amount in a Pre-Market Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Market Open Purchase, except that the VWAP will be calculated over the applicable Pre-Market Purchase Period and will reflect a fixed 5.00% discount to the VWAP for such Pre-Market Purchase Period (calculated in accordance with the Purchase Agreement).
Post-Market Purchases
In addition to Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, from and after the Commencement Date, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct Roth Principal Investments to purchase a specified number of Class A ordinary shares (each, a “Post-Market Purchase”), not to exceed the lesser of (such lesser number of shares, the “Post-Market Purchase Maximum Amount”): (i) 1,000,000 Class A ordinary shares and (ii) up to a certain percentage (not to exceed 20.0%), which we will specify in the applicable Post-Market Purchase Notice for such Post-Market Purchase (such specified percentage, the “Post-Market Purchase Percentage”), of the total aggregate number (or volume) of our Class A ordinary shares traded on Nasdaq over a purchase valuation period to be calculated in accordance with the Purchase Agreement (such period, a “Post-Market Purchase Period”) for such Post-Market Purchase (such specified number of shares to be purchased by Roth Principal Investments, adjusted to the extent necessary to give effect to the applicable Post-Market Purchase Maximum Amount as set forth in the Purchase Agreement, the “Post-Market Purchase Share Amount”), by the delivery to Roth Principal Investments of an irrevocable written purchase notice for such Post-Market Purchase (each, a “Post-Market Purchase Notice”), after 4:05 p.m., New York City time, and prior to 5:00 p.m., New York City time, on any trading day we select as the Purchase Date for such Post-Market Purchase, so long as (i) the closing sale price of the Class A ordinary shares on Nasdaq on such Purchase Date is not less than the Threshold Price and (ii) all Class A ordinary shares subject to all prior Purchases effected by us under the Purchase Agreement on or before the trading day immediately preceding such Purchase Date have been timely received by Roth Principal Investments on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with the Purchase Agreement.
The per share purchase price that Roth Principal Investments will be required to pay for the Post-Market Purchase Share Amount in a Post-Market Purchase effected by us pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Pre-Market Purchase, with a fixed 5.00% discount to the VWAP for the applicable Post-Market Purchase Period (calculated in accordance with the Purchase Agreement).
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At or prior to 7:00 p.m., New York City time, on the applicable Purchase Date for a Market Open Purchase, Intraday Purchase, Pre-Market Purchase and/or Post-Market Purchase, Roth Principal Investments will provide us with a written confirmation for such Purchase, as applicable, setting forth the applicable purchase price (both on a per share basis and the total aggregate purchase price) to be paid by Roth Principal Investments for the Class A ordinary shares purchased by Roth Principal Investments in such Purchase.
The payment for, against delivery of, Class A ordinary shares purchased by Roth Principal Investments in any Purchase under the Purchase Agreement will be fully settled on the trading day immediately following the applicable Purchase Date for such Purchase, as set forth in the Purchase Agreement.
Conditions Precedent to Commencement and Each Purchase
Roth Principal Investments’ obligation to accept Purchase Notices that are timely delivered by us under the Purchase Agreement and to purchase our Class A ordinary shares in Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases under the Purchase Agreement, are subject to (i) the initial satisfaction, at the Commencement, and (ii) the satisfaction, at the applicable “Purchase Condition Satisfaction Time” (as such term is defined in the Purchase Agreement) on the applicable Purchase Date for each Purchase after the Commencement Date, of the conditions precedent thereto set forth in the Purchase Agreement, all of which are entirely outside of Roth Principal Investments’ control, which conditions including the following:
| ● | the accuracy in all material respects of the representations and warranties of the Company included in the Purchase Agreement; | |
| ● | the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with by the Company; | |
| ● | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include Class A ordinary shares that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) having been declared effective under the Securities Act by the SEC, and Roth Principal Investments being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement) to resell all of the Class A ordinary shares included in this prospectus (and included in any such additional prospectuses); | |
| ● | the SEC shall not have issued any stop order suspending the effectiveness of the registration statement that includes this prospectus (or any one or more additional registration statements filed with the SEC that include Class A ordinary shares that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) or prohibiting or suspending the use of this prospectus (or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement), and the absence of any suspension of qualification or exemption from qualification of the Class A ordinary shares for offering or sale in any jurisdiction; | |
| ● | FINRA shall not have provided an objection to, and shall have confirmed in writing that it has determined not to raise any objections with respect to the fairness and reasonableness of, the terms and arrangements of the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement; | |
| ● | there shall not have occurred any event and there shall not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include Class A ordinary shares that may be issued and sold by the Company to Roth Principal Investments under the Purchase Agreement) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the Registration Rights Agreement, in the light of the circumstances under which they were made) not misleading; | |
| ● | this prospectus, in final form, shall have been filed with the SEC under the Securities Act prior to Commencement, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC; |
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| ● | trading in the Class A ordinary shares shall not have been suspended by the SEC or Nasdaq, the Company shall not have received any final and non-appealable notice that the listing or quotation of the Class A ordinary shares on Nasdaq, shall be terminated on a date certain (unless, prior to such date, the Class A ordinary shares is listed or quoted on any other Eligible Market, as such term is defined in the Purchase Agreement), and there shall be no suspension of, or restriction on, accepting additional deposits of the Class A ordinary shares, electronic trading or book-entry services by The Depository Trust Company with respect to the Class A ordinary shares; | |
| ● | the Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of the Purchase Agreement and the Registration Rights Agreement; | |
| ● | the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement; | |
| ● | the absence of any action, suit or proceeding before any arbitrator or any court or governmental authority seeking to restrain, prevent or change the transactions contemplated by the Purchase Agreement or the Registration Rights Agreement, or seeking material damages in connection with such transactions; | |
| ● | all of the Class A ordinary shares that may be issued pursuant to the Purchase Agreement shall have been approved for listing or quotation on Nasdaq (or if the Class A ordinary shares is not then listed on Nasdaq, then on any Eligible Market); | |
| ● | no condition, occurrence, state of facts or event constituting a Material Adverse Effect (as such term is defined in the Purchase Agreement) shall have occurred and be continuing; | |
| ● | the absence of any bankruptcy proceeding against the Company commenced by a third party, and the Company shall not have commenced a voluntary bankruptcy proceeding, consented to the entry of an order for relief against it in an involuntary bankruptcy case, consented to the appointment of a custodian of the Company or for all or substantially all of its property in any bankruptcy proceeding, or made a general assignment for the benefit of its creditors; and | |
| ● | the receipt by Roth Principal Investments of the legal opinions and negative assurances, bring-down legal opinions and negative assurances, and audit comfort letters, in each case as required under the Purchase Agreement. |
Termination of the Purchase Agreement
Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:
| ● | the first day of the month next following the 36-month anniversary of the Commencement Date; | |
| ● | the date on which Roth Principal Investments shall have purchased Class A ordinary shares under the Purchase Agreement for an aggregate gross purchase price equal to $25,000,000; | |
| ● | the date on which the Class A ordinary shares shall have failed to be listed or quoted on Nasdaq or any other Eligible Market for a period of one trading day; | |
| ● | the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such 30th trading day; and | |
| ● | the date on which a bankruptcy custodian is appointed for all or substantially all of our property, or we make a general assignment for the benefit of our creditors. |
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We have the right to terminate the Purchase Agreement at any time after Commencement upon five (5) trading days’ prior written notice to Roth Principal Investments, provided that we have paid or caused to be paid all of the Commitment Fee (or earned portion thereof) and all Additional Investor Legal Fee Reimbursement Amount payments required to be paid prior to such termination. We and Roth Principal Investments may also terminate the Purchase Agreement at any time by mutual written consent.
Roth Principal Investments also has the right to terminate the Purchase Agreement upon ten (10) trading days’ prior written notice to us, but only upon the occurrence of certain events, including:
| ● | the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement); | |
| ● | the occurrence of a Fundamental Transaction (as such term defined in the Purchase Agreement) involving our company; | |
| ● | if any registration statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 trading days after notice of such failure, breach or default is delivered to us; | |
| ● | if we are in breach or default in any material respect of any of our covenants and agreements in the Purchase Agreement or in the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 trading days after notice of such breach or default is delivered to us; | |
| ● | the effectiveness of the registration statement that includes this prospectus or any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement lapses for any reason (including the issuance of a stop order by the SEC), or this prospectus or the prospectus included in any additional registration statement we file with the SEC pursuant to the Registration Rights Agreement otherwise becomes unavailable to Roth Principal Investments for the resale of all of the Class A ordinary shares included therein, and such lapse or unavailability continues for a period of 20 consecutive trading days or for more than an aggregate of 60 trading days in any 365-day period, other than due to acts of Roth Principal Investments; or | |
| ● | trading in the Class A ordinary shares on Nasdaq (or if the Class A ordinary shares is then listed on an Eligible Market, trading in the Class A ordinary shares on such Eligible Market) has been suspended for a period of five consecutive trading days. |
No termination of the Purchase Agreement by us or by Roth Principal Investments will become effective prior to the fifth (5th) trading day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of the Purchase Agreement, and no termination will affect any of our respective rights and obligations under the Purchase Agreement with respect to any pending Purchase. Both we and Roth Principal Investments have agreed to complete our respective obligations with respect to any such pending Purchase under the Purchase Agreement. Furthermore, no termination of the Purchase Agreement will affect any Commitment Fee (or earned portion thereof) paid or payable to Roth Principal Investments (which shall be fully earned by Roth Principal Investments and non-refundable when withheld or paid), or any Initial Investor Legal Fee Expense Reimbursement or Additional Investor Legal Fee Expense Reimbursement payments paid or payable to Roth Principal Investments. In addition, no termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement.
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No Short-Selling or Hedging by Roth Principal Investments
Roth Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the Class A ordinary shares or hedging transaction that establishes a net short position in the Class A ordinary shares during the term of the Purchase Agreement.
Prohibition on Variable Rate Transactions
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Class A ordinary shares after the date of issuance, or WeShop effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which WeShop may offer, issue or sell Class A ordinary shares or any securities exercisable, exchangeable or convertible into Class A ordinary shares at a future determined price. WeShop may, however, enter into a Variable Rate Transaction with the prior written consent of Roth Principal Investments. The foregoing restriction is also subject to certain limited exceptions for Exempt Issuances (as defined in the Purchase Agreement), which include issuances pursuant to equity compensation plans, WeShop Shareback™ Rewards Plan, and certain other transactions, as described in the Purchase Agreement.
Effect of Sales of our Class A Ordinary Shares under the Purchase Agreement on our Shareholders
The Purchase Shares to be issued or sold by us to Roth Principal Investments under the Purchase Agreement that are being registered under the Securities Act for resale by Roth Principal Investments in this offering are expected to be freely tradable. The 6,000,000 Purchase Shares being registered for resale in this offering may be issued and sold by us to Roth Principal Investments from time to time at our discretion over a period of up to 36 months (unless the Purchase Agreement is earlier terminated), beginning on the Commencement Date. The resale by Roth Principal Investments of a significant amount of Class A ordinary shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Class A ordinary shares to decline and to be highly volatile. Sales of our Class A ordinary shares, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the Class A ordinary shares that may be available for us to sell to Roth Principal Investments pursuant to the Purchase Agreement.
If and when we do elect to sell our Class A ordinary shares to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal Investments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result of future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of Class A ordinary shares to Roth Principal Investments under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.
Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Purchase Valuation Period on the applicable Purchase Date for such Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares that we may elect to sell to Roth Principal Investments under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to Roth Principal Investments under the Purchase Agreement from and after Commencement. As of September 24, 2026, there were 11,717,133 ordinary shares outstanding, of which 3,980,700 shares were held by non-affiliates of our company. If all of the 6,000,000 Class A ordinary shares offered for resale by Roth Principal Investments under this prospectus were issued and outstanding, such shares would represent approximately 34% of the total number of outstanding Class A ordinary shares and approximately 60% of the total number of outstanding Class A ordinary shares held by non-affiliates of our company, in each case as of September 24, 2026.
Although the Purchase Agreement provides that we may sell up to $25,000,000 of our Class A ordinary shares to Roth Principal Investments, only 6,000,000 Purchase Shares are being registered under the Securities Act for resale by Roth Principal Investments under the registration statement that includes this prospectus. At an assumed purchase price per share of $5.17, representing the closing sale price of our Class A ordinary shares on Nasdaq immediately prior to the execution of the Purchase Agreement, the number of Purchase Shares that are being registered under the registration statement that includes this prospectus would be sufficient to enable us to receive the full $25,000,000 in aggregate gross proceeds from the sale of such Purchase Shares to Roth Principal Investments under the Purchase Agreement. However, depending on the market prices of our Class A ordinary shares on the Purchase Dates on which we elect to sell such Purchase Shares to Roth Principal Investments under the Purchase Agreement, we may need to register under the Securities Act additional Class A ordinary shares for resale by Roth Principal Investments in order for us to receive aggregate proceeds equal to Roth Principal Investments’ $25,000,000 maximum aggregate purchase commitment available to us under the Purchase Agreement.
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Moreover, to the extent that the Exchange Cap remains applicable to issuances and sales of our Class A ordinary shares under the Purchase Agreement, if we elect to issue and sell to Roth Principal Investments more Class A ordinary shares than the Exchange Cap (or 2,342,254 Class A ordinary shares) under the Purchase Agreement, which we have the right, but not the obligation, to do, we must first either (i) obtain shareholder approval to issue Class A ordinary shares in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules, or (ii) take all actions required to adopt the Home Country Practice in connection with the transactions contemplated by the Purchase Agreement. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap. Any issuance and sale by us under the Purchase Agreement of a substantial amount of Class A ordinary shares (which may be in addition to the 6,000,000 Class A ordinary shares being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus) could cause additional substantial dilution to our shareholders.
The number of Class A ordinary shares ultimately offered for resale by Roth Principal Investments through this prospectus is dependent upon the number of Class A ordinary shares, if any, we elect to sell to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date. The issuance of our Class A ordinary shares to Roth Principal Investments pursuant to the Purchase Agreement will not affect the rights or privileges of our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted. Although the number of our Class A ordinary shares that our existing shareholders own will not decrease, the Class A ordinary shares owned by our existing shareholders will represent a smaller percentage of our total outstanding Class A ordinary shares after any such issuance.
The following table sets forth the amount of gross proceeds we would receive from Roth Principal Investments from our sale of Class A ordinary shares (which are being registered for resale by Roth Principal Investments under the registration statement that includes this prospectus) to Roth Principal Investments as Purchase Shares under the Purchase Agreement at varying purchase prices:
| Assumed Average Purchase Price Per Share | Number
of Registered to
be Issued if | Percentage
of Principal Investments(2) | Gross Proceeds from the Sale of Purchase Shares to Roth Principal Investments Under the Purchase Agreement | |||||||||||
| $ | 3.00 | 6,000,000 | 33.9 | % | $ | 18,000,000 | ||||||||
| $ | 4.00 | 6,000,000 | 33.9 | % | $ | 24,000,000 | ||||||||
| $ | 5.17 | (3) | 4,835,589 | 29.2 | % | $ | 25,000,000 | |||||||
| $ | 6.00 | 4,166,666 | 26.2 | % | $ | 25,000,000 | ||||||||
| $ | 7.00 | 3,571,428 | 23.4 | % | $ | 25,000,000 | ||||||||
| (1) | Although the Purchase Agreement provides that we may sell up to $25,000,000 of our Class A ordinary shares to Roth Principal Investments, we are only registering 6,000,000 shares under the registration statement that includes this prospectus, which may or may not cover all of the ordinary shares we ultimately sell to Roth Principal Investments under the Purchase Agreement. The number of shares to be issued as set forth in this column (i) does not give effect to the Exchange Cap (as described elsewhere in this prospectus, as of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap) and (ii) is without regard for the Beneficial Ownership Limitation. | |
| (2) | The denominator is based on 11,717,133 Class A ordinary shares outstanding as of September 24, 2026, adjusted to include the issuance of the number of Purchase Shares set forth in the adjacent column that we would have sold to Roth Principal Investments, assuming the average purchase price in the first column. The numerator is based on the number of Purchase Shares issuable under the Purchase Agreement (which are included in this prospectus) at the corresponding assumed average purchase price set forth in the first column. | |
| (3) | The closing sale price of our Class A ordinary shares on Nasdaq on September 9, 2026. |
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We will not receive any proceeds from the sale of Class A ordinary shares by the Selling Shareholder.
However, we may receive up to $25,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell our Class A ordinary shares to Roth Principal Investments after the date of this prospectus. Because we are not obligated to sell any Class A ordinary shares under the Purchase Agreement, the actual total offering amount and proceeds to us, if any, are not determinable at this time. See the section titled “The Committed Equity Facility” in this prospectus for more information.
We expect to use any proceeds that we receive under the Purchase Agreement for working capital and general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds. Pending the use of any proceeds we receive from sales of Class A ordinary shares to Roth Principal Investments under the Purchase Agreement, we may invest such proceeds in investment-grade, interest-bearing instruments.
We have engaged Compass Point, a registered broker-dealer and FINRA member, to act as a qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. We have agreed to reimburse Roth Principal Investments for the fees and expenses of Compass Point for up to $50,000 as consideration for Compass Point’s services in connection with acting as the qualified independent underwriter in this offering. Compass Point will receive no other compensation for acting as the qualified independent underwriter in this offering. See the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus for more information.
DETERMINATION OF OFFERING PRICE
We cannot currently determine the price or prices at which the Class A ordinary shares may be sold by the Selling Shareholder under this prospectus. See “Plan of Distribution (Conflict of Interest).”
We have never paid or declared any cash dividends on our Class A ordinary shares, and we do not anticipate paying any cash dividends on our Class A ordinary shares in the foreseeable future. We intend to retain all available funds and any future earnings and reinvest them to further the Company’s growth strategy and better achieve sustainable, long-term growth.
While secondary sales of the Class A ordinary shares by the Selling Shareholder will not have a dilutive effect on our shareholders, the issuance of Class A ordinary shares to the Selling Shareholder pursuant to the Purchase Agreement will have a dilutive impact on shareholders.
Dilution results from the fact that the per share offering price of the Class A ordinary shares is substantially in excess of the net tangible book value attributable to the existing shareholders. Net tangible book value represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets. Net tangible book value per Class A ordinary share represents net tangible book value attributable to Class A ordinary shares divided by 11,717,133, the total number of our Class A ordinary shares outstanding as of the date of this prospectus. As of June 30, 2026, we had a net tangible book value of approximately $(7.0) million, corresponding to a net tangible book value of approximately $(0.60) per Class A ordinary share. After assuming the sale of 4,835,589 Class A ordinary shares that may still be offered for resale pursuant to this prospectus at an assumed sale price of $5.17 per share (which is the closing price of our Class A ordinary shares on Nasdaq on September 9, 2026, the date as of the signing of the Purchase Agreement), and after deducting estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2026 would be approximately $17.2 million or $1.04 per share. This represents an immediate increase in net tangible book value of $1.64 per share to existing shareholders and an immediate dilution of $4.13 per share to new investors. Dilution for this purpose represents the difference between the price per ordinary share paid by these new investors and the net tangible book value per ordinary share as of June 30, 2026.
| Assumed offering price per share | $ | 5.17 | ||
| Historical net tangible book value per share as of June 30, 2026 | $ | (0.60 | ) | |
| Increase in net tangible book value per share attributable to this offering | $ | 1.64 | ||
| As adjusted net tangible book value per share after this offering | $ | 1.04 | ||
| Dilution in net tangible book value per share to new investors | $ | 4.13 |
The dilution information discussed above is illustrative only.
The table above assumes for illustrative purposes that an aggregate of 4,835,589 Class A ordinary shares that may still be offered for resale pursuant to this prospectus are sold at a price of $5.17 per share (which is the closing price of our Class A ordinary shares on Nasdaq on September 9, 2026, the date as of the signing of the Purchase Agreement), for aggregate gross proceeds of approximately $25,000,000. Based on the dilution calculations described above, a $1.00 increase in the price at which the shares are sold from the assumed public offering price of $5.17 per share, would increase our as adjusted net tangible book value by $0.05 per share, and the dilution per share to investors in this offering by approximately $0.95 per share, after deducting estimated fees and offering expenses payable by us. The as adjusted information provided above is illustrative only. The Class A ordinary shares sold in this offering, if any, will be sold from time to time at various prices. In fact, as of the date of this prospectus, As of the date of this prospectus, we have not issued any Class A ordinary shares to Roth Principal Investments under the Purchase Agreement.
To the extent that additional shares are issued pursuant to the foregoing, investors purchasing our Class A ordinary shares in this offering will experience further dilution. In addition, we may offer other securities in other offerings due to market conditions or strategic considerations or issue additional securities pursuant to our incentive plan or to fund future acquisitions. To the extent we issue any additional securities, investors may experience further dilution. For more information, also see “The Committed Equity Financing” and “Risk Factors.”
CAPITALIZATION AND INDEBTEDNESS
The table below sets forth our cash, cash equivalents, investments, indebtedness and our capitalization as of June 30, 2026:
| ● | on an actual basis; and |
| ● | on an as adjusted basis assuming the issuance of Class A ordinary shares pursuant to the Purchase Agreement. |
| June 30, 2026 | As Adjusted | |||||||
| Cash and cash equivalents | £ | 210,565 | 18,462,377 | |||||
| Indebtedness | ||||||||
| Notes payable | 196,497 | 196,497 | ||||||
| Loans payable | 100,000 | 100,000 | ||||||
| Loans payable - related party | 2,266,666 | 2,266,666 | ||||||
| Accrued interest | 31,120 | 31,120 | ||||||
| Accrued interest – related parties | 177,664 | 177,664 | ||||||
| Total indebtedness | £ | 2,771,947 | 2,771,947 | |||||
| Equity | ||||||||
| Ordinary shares | ||||||||
| Ordinary shares, no par value unlimited authorized shares, 11,585,687 shares, issued and outstanding as of June 30, 2026 | 158,619,503 | 176,871,315 | ||||||
| Accumulated deficit | (153,159,969 | ) | (153,159,969 | ) | ||||
| Total shareholders’ equity | £ | 5,459,534 | 23,711,346 | |||||
| Total capitalization | £ | 8,231,481 | 26,483,293 | |||||
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The following sets forth the names and functions of the current members of our Board and our senior management.
| Name | Age | Position | ||
| Directors: | ||||
| John Foley (A) * | 70 | Chairman | ||
| Maria Weaver | 57 | Chief Executive Officer and Director | ||
| Johnny Hickling | 34 | Chief Financial Officer and Director | ||
| Paul Ellerbeck | 49 | Director | ||
| Paul Teasdale (C) * | 59 | Director | ||
| Andrew Fearon * | 56 | Director | ||
| Oliver Egerton-Vernon | 43 | Director | ||
| Oana Crisan | 41 | Director | ||
| Executive Officers: | ||||
| Philip Radden | Chief Technology Officer | |||
| Francis McNeill | Head of Operations | |||
| John Garner | Head of Strategy and Vision | |||
| Nick Wagstaff | Head of Product | |||
| James Fox | Head of Commercial | |||
| Matthew Behan | Head of Finance |
*Independent Directors and Members of both Audit and Compensation Committees
(A) Chairman of the Audit Committee
(C) Chairman of the Compensation Committee
The following is a brief summary of the business experience of the members of our Board:
John Foley has served as Chairman of the Board since December 2024. Mr. Foley is a qualified Barrister and Chartered Accountant and is an experienced investor and public and private company director having served on a continuous basis on a number of UK listed public company Boards for a period of over 30 years. He was Chief Executive of two UK listed public companies between 1992 and 2006 and Chairman of three UK listed public companies between 2007 and 2022. He has considerable experience of developing businesses into larger, successful operations which are then attractive to institutional owners. He was a co-founder and Chairman of Premier Technical Services Group Ltd which is a multinational, multi-disciplinary building compliance services provider and which has since 2021 been majority owned by Warburg Pincus and Macquarie Capital. He was Chairman of SEC Newgate Group which is a global strategic communications and advocacy services provider until 2023 when Investcorp became its majority owner. He is currently an investor in a number of private companies which are in the early stages of development.
Maria Weaver has served as Chief Executive Officer and director on the Board since June 2026. Ms. Weaver most recently served as Managing Director at Oaklins Desilva+Phillips, a middle-market investment bank focused on Marketing, Media, and Technology, from June 2025 to June 2026. Prior to that, Ms. Weaver served as Global President, Warner Music Experience, at Warner Music Group (Nasdaq: WMG) from November 2020 to July 2024. From February 2016 to November 2020, Ms. Weaver served as Global Chief Marketing Officer, Comcast Advertising at Comcast (Nasdaq: CMCSA). Ms. Weaver also worked at Interactive One, a wholly owned digital platform of Urban One, Inc. (Nasdaq: UONE), as Senior Vice President from April 2007 to July 2016. From 1994 to 2003, Ms. Weaver worked at HBO, a subsidiary of Warners Bros. Discovery (Nasdaq: WBD), where she most recently held the title of Senior Director, Brand Marketing and Subscriber Acquisition. Ms. Weaver holds a Bachelor’s degree in communication and media studies from Pace University, and a Master of professional studies degree in design management from the Pratt Institute.
Johnny Hickling has served as a director on our Board since July 2025 and as our Chief Financial Officer since August 2025. From January 2024 until May 2025, Mr. Hickling was Group Head of Treasury at Sancus Lending where he managed multi-jurisdictional funding lines (£200m AUM) across the UK, Ireland, and the Channel Islands, optimized funding allocations, and supported strategic decision-making. From April 2019 until January 2024, he served as Management Accountant at Carlton Management Services/Somerston Family Office, overseeing treasury and financial analysis for a large US real estate development and leading IT system improvements. Earlier in his career, Mr. Hickling worked at KPMG Channel Islands as an Assistant Manager in Advisory & Audit and at Deutsche Bank as a Business Manager & Financial Analyst. Mr. Hickling is also a Fellow of the Association of Chartered Certified Accountants.
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Paul Ellerbeck has served as a director on the Board since November 2021 as well serving the business in executive capacities for numerous years as both CTO and CEO with a primary focus on the build of WeShop’s first-class innovative technology platform. Mr. Ellerbeck is a technologist with a career spanning three decades and has participated in the development of some genuine “world firsts” namely with Sir Stelios Haji-Ioannou’s easyGroup incubator, the group responsible for developing the famous easyJet product amongst delivery of other easyGroup technology businesses. Mr. Ellerbeck was CTO at DMGT’s (Daily Mail and General Trust) where he was the CTO within the leadership of which aided, oversaw and delivered the DMGT acquisition of Zoopla which ultimately led to the successful float of the newly enlarged ZPG, (Zoopla Property Group) on the LSE for £919m. Mr. Ellerbeck’s technology career has spanned large enterprises in the PE space as well as SME and startup’s, building technology products in the Fintech, Proptech, automotive, e-Learning and digital publishing verticals. Mr. Ellerbeck was the CTO of the fastest growing UK website Fish4Jobs in 2007.
Mr. Ellerbeck is also the sole director of CSIL, which holds approximately 19% of the Company’s Class A ordinary shares.
Paul Teasdale has served as a director on our Board since May 2025. Mr. Teasdale is the co-founder, former CEO, and current executive chairman of Premier Technical Service Group Limited (“PTSG”). PTSG is a provider of multiple specialist services to the construction and facilities management sectors that now employs more than 3,000 people across the UK and Europe. Mr. Teasdale served as the CEO of PTSG for more than 16 years until April 2023 when he began his current role as executive chairman. Mr. Teasdale led PTSG during its two major ownership changes in 2018 and 2021 which valued PTSG at an enterprise value of approximately £1bn.
Andrew Fearon has served as a director on our Board since October 2020. Mr. Fearon is the joint CEO and founder of Titan Wealth group which he launched in July 2021. The business, which is backed by US private equity Parthenon Capital and Ares Management, offers clients all aspects of wealth management and currently manages more than £38bn of assets both in the UK and internationally. Mr. Fearon also runs a family office with his business partner called Hyperion Equity Partners that specializes in buy and build strategies in fragmented sectors in the UK. Mr. Fearon started his career as a corporate lawyer in London and since 2000 has been involved in several business start-ups and growth capital ventures.
Oliver Egerton-Vernon has served as a director on our Board since October 2020. Since February 2017, Mr. Egerton-Vernon has also served as a director on the Board of Garfield-Bennett Trust Company (a regulated corporate services provider based in Jersey) where he has practiced since 2013. Mr. Egerton-Vernon is a qualified English Solicitor and between 2009 and 2013 practiced with Mourant Ozannes in Jersey. Prior to this, Mr. Egerton-Vernon qualified and practiced in the City of London with Taylor Wessing. Mr. Egerton-Vernon has been involved in several significant legal cases in Jersey (including attendance at all levels up to the Privy Council) as well as in England and Wales.
Oana Crisan has served as a director on our Board since October 2020. Since March 2018, Mrs. Crisan has also served as a director on the Board of Garfield-Bennett Trust Company (a regulated corporate services provider based in Jersey). Prior to joining Garfield-Bennett Trust Company in 2016, Mrs. Crisan worked at Coutts & Co Trustees which she joined in 2010. Mrs. Crisan started her career in Brasov, Romania working for both Raiffeisen Bank and Millennium Bank before joining a public authority.
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The following is a brief summary of the business experience of the members of our senior management not included above:
Philip Radden has served as WeShop’s Chief Technology Officer since March 2022. From March 2014 to January 2022, he was Solutions Architect and then Chief Technology Officer at Epropservices, a technology media and branding provider to UK and international real estate businesses. From October 2012 until February 2014, he was Software Development Director at Learndirect Limited, the UK’s largest provider of skills, training and employment services. Previously to that, he was Group Chief Architect at The Digital Property Group, responsible for the UK’s third and fourth most visited property websites, from January 2011 to September 2012.
Francis McNeill has served as WeShop’s Head of Operations since July 2023. Previously, he served as WeShop’s Head of Customer Services from June 2021 to June 2023. From Oct 2018 to May 2021, Mr. McNeill ran his own management consultancy company. From January 2010 to May 2018, Mr. McNeill served as Head of Operations at Claims Advisory Group, a UK financial mis-selling claims company. Prior to 2010, Mr. McNeill worked at Halifax PLC and subsequently Lloyds Banking Group, where he held various operational management roles across the retail banking, motor finance and e-commerce divisions between July 1990 and December 2009.
John Garner is a founder of WeShop and has served as Head of Strategy and Vision since inception. Mr. Garner served as a director on the Board of WeShop from March 2022 until February 2024. Mr. Garner has been involved in the marketing and commercial development of the business over the last three years researching and presenting internationalization plans for the company with a focus on the United States. Mr. Garner worked in the city of London between 2005-2009 for a Swiss-based private equity company called Corvus Capital which completed over 15 SPAC transactions on the Alternative Investment Market (AIM) in London. In 2011, Mr. Garner founded The Social Superstore Limited which became WeShop Limited. In 2021, he took up the role as Founder, Head of Strategy and Vision at WeShop Holdings Limited.
Nick Wagstaff has served as WeShop’s Head of Product since August 2022, initially joining as a Business Analyst in May 2021. From June 2020 to May 2021, Mr. Wagstaff was Senior Product Manager at Maple Syrup Media (trading as Quidco), the second largest consumer cashback provider in the UK with over ten million members. Mr. Wagstaff previously worked at PetrolPrices.com, from July 2016 to June 2020, a B2C UK fuel price comparison service with over 2.5 million members as Head of Product Design. Prior to PetrolPrices, Mr. Wagstaff served as Business Analyst at MCI Systems from January 2014 to July 2016, an ERP software house with over 3,000 installations worldwide.
James Fox has served as WeShop’s Head of Commercial since July 2022. Before his tenure at WeShop, Mr. Fox was the Livestream Operations & Commercial Manager at TikTok from August 2021 to July 2022. His role was pivotal in developing studio operations and managing brand commercial activities across the UK. He worked closely with account managers and creator managers to enhance the in-app shopping experience and produce impactful short-form video and live-stream strategies. Prior to his role at TikTok, Mr. Fox served as a Digital Commercial Producer at Sotheby’s from July 2018 to June 2021.
Matthew Behan has served as Head of Finance since July 2025. Mr. Behan has over 10 years of experience in offshore finance, fund accounting, and operational management, specializing in financial statement preparation, NAV processes, client relationship management, and system improvements within regulated fund environments and multi-jurisdictional reporting. Previously, Mr. Behan was an Accountant at Apeiron Investment Group in Malta, where he led outsourced accounting teams, managed tight reporting deadlines, and developed reporting templates to improve efficiency. Prior to that, he served as an Account Manager at Apex Group, overseeing client portfolios, managing teams across Malta and the Netherlands, and coordinating audits and regulatory reporting. From 2016 to 2019, Mr. Behan held Senior Fund Accountant roles at Alter Domus in Malta and Aztec Financial Services in Jersey, where he produced complex financial statements, contributed to automation projects, and trained junior staff. Earlier in his career, he held fund accounting roles at Lloyds Banking Group in Jersey and gained audit experience at Deloitte LLP. Mr. Behan is also a Fellow of the Association of Chartered Certified Accountants.
Family Relationships
There are no family relationships among any of our directors or executive officers.
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Board of Directors
Our board of directors currently consists of seven directors. Our Memorandum and Articles provide that the minimum number of directors is one and the maximum number of directors is seven, and that any changes to the size of our board of directors must be approved by a resolution of our directors. Our board of directors is divided into three classes, designated Class I, Class II and Class III, with staggered terms. At each annual general meeting, the successors to the class of directors whose term then expires will be elected to serve for a term of three years (or until their successors have been duly elected and qualified), subject to such director’s earlier death, resignation, disqualification or removal.
Pursuant to our Memorandum and Articles, any vacancy on our board of directors, including any vacancy resulting from an increase in the number of directors, may be filled by a Resolution of Shareholders (as defined in the Memorandum and Articles) or by a Resolution of Directors (as defined in the Memorandum and Articles) and any director so appointed will hold office for the remainder of the term of the class to which such director is appointed. Further, any director may be removed (i) only with cause, by the affirmative vote of the holders of at least 66 2/3% of the votes of all then outstanding Class A ordinary shares entitled to vote generally at an election of directors, or (ii) with or without cause, by resolution of our board of directors. For these purposes, “cause” means conduct that amounts to fraud or dishonesty.
When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
Director Independence
Our board of directors has determined that John Foley, Paul Teasdale, and Andrew Fearon are independent directors for purposes of the rules of Nasdaq and the SEC. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant, including the beneficial ownership of our Class A ordinary shares by each non-employee director. We plan to rely on the exemption to the Nasdaq rule requiring a majority independent directors applicable to “foreign private issuers” as defined by the SEC.
Staggered Board
In accordance with the terms of our Memorandum and Articles of Association, our board of directors is divided into three staggered classes of directors, with each director assigned to one of the three classes. At each annual meeting of our shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire at the annual meeting of shareholders to be held during the years 2026 for Class I directors, 2027 for Class II directors and 2028 for Class III directors.
| ● | Our Class I directors will be Oana Crisan, Andrew Fearon, and Oliver Egerton-Vernon; |
| ● | Our Class II directors will be Johnny Hickling and Paul Ellerbeck; and |
| ● | Our Class III directors will be John Foley, Maria Weaver and Paul Teasdale. |
The division of our board of directors into three classes with staggered three-year terms may delay or prevent shareholder efforts to effect a change of our management or a change in our control.
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Board Leadership Structure
Our board of directors is currently chaired by John Foley. Our corporate governance guidelines further provide the flexibility for our board of directors to modify our leadership structure in the future as it deems appropriate.
Committees of our Board of Directors
Our board of directors has established an audit committee and a compensation committee, each of which operates pursuant to a charter adopted by our board of directors. Our board of directors may also establish other committees from time to time to assist the board of directors. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. Upon our listing on Nasdaq, each committee’s charter will be available on our website at https://we.shop.
Audit Committee
The members of our audit committee are John Foley, Paul Teasdale, and Andrew Fearon. John Foley serves as the chairperson of the committee. Our board of directors has determined that each member of the audit committee is “independent” as that term is defined in Nasdaq rules and has sufficient knowledge in financial and auditing matters to serve on the audit committee. In addition, our board of directors has determined that each member of the audit committee meets the heightened independence requirements for audit committees required under Section 10A of the Exchange Act and related SEC and Nasdaq rules. Our board of directors has determined that John Foley is an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:
| ● | appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm; |
| ● | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
| ● | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; |
| ● | reviewing and discussing with management and our independent registered public accounting firm our financial statements and related disclosures as well as critical accounting policies and practices used by us; |
| ● | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; |
| ● | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
| ● | recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our annual report on Form 20-F; |
| ● | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
| ● | preparing the audit committee report required by SEC rules to be included in our annual proxy statement; |
| ● | reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and |
| ● | reviewing quarterly earnings releases. |
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Compensation Committee
The members of our compensation committee are John Foley, Paul Teasdale, and Andrew Fearon. Paul Teasdale serves as the chairperson of the committee. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in Nasdaq rules. In addition, our board of directors has determined that each member of the compensation committee meets the heightened independence requirements for compensation committee purposes under Section 10C of the Exchange Act and related SEC and Nasdaq rules. The compensation committee’s responsibilities include:
| ● | reviewing and approving our philosophy, policies and plans with respect to the compensation of our chief executive officer; |
| ● | making recommendations to our board of directors with respect to the compensation of our chief executive officer and our other executive officers; |
| ● | reviewing and assessing the independence of compensation advisors; |
| ● | overseeing and administering our equity incentive plans; |
| ● | reviewing and making recommendations to our board of directors with respect to director compensation; and |
| ● | preparing any compensation committee reports or other compensation disclosures required by the SEC. |
Code of Ethics
We have adopted a Code of Ethics which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as insider trading and equal opportunity and non-discrimination standards. The Code of Ethics applies to all of our Board members, Board members, directors of our subsidiaries and our affiliates and employees. The full text of the Code of Ethics is available on our website at https://we.shop. The information and other content appearing on our website are not part of this prospectus and our website address is included in this prospectus as an inactive textual reference only. Any amendments or waivers from the provisions of the Code of Ethics for members of our Board will be made only after approval by our Board and will be disclosed on our website promptly following the date of such amendment or waiver.
Our Code of Ethics includes a conflicts of interest policy and sets out guidelines for employee conduct designed to prevent actual or perceived conflicts of interest. Employees are required to avoid situations in which they are directly or indirectly involved in, connected with, or derive personal benefit from external business activities that conflict, or may reasonably be perceived to conflict, with the interests of the Company.
Employees may not use, disclose, or share non-public Company information for personal benefit or for the benefit of any third party. These requirements also apply, where relevant, to the activities of employees’ immediate family members and close personal associates.
In addition, we have implemented compliance policies that describe the compliance management systems that have been implemented for us and our subsidiaries. Our compliance policies are designed to ensure compliance with applicable legal requirements, while at the same time implementing high ethical standards that are mandatory for both management and each employee. For example, the company requires that all board members and other employees attend electronic or face-to-face trainings tailored to specific compliance issues and risks at the company. Our compliance program is overseen by the company’s compliance officer who functions as an independent and objective body that reviews and evaluates compliance issues and concerns within our organization. The overall responsibility for the compliance management system lies with the Board. The Audit Committee will receive regular reports on the operation of the compliance management system.
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Corporate Governance Practices
As a “foreign private issuer,” as defined by the SEC, although we are permitted to follow certain corporate governance practices of the British Virgin Islands, instead of those otherwise required under the rules of Nasdaq for domestic issuers, we intend to voluntarily follow some Nasdaq corporate governance rules. However, we intend to take advantage of the following limited exemptions:
| ● | exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the Code of Ethics. Although we will require Board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption; |
| ● | exemption from the Nasdaq rules applicable to domestic issuers pertaining to proxy solicitation; |
| ● | exemption from the Nasdaq rules application to domestic issuers permitting foreign private issuers to follow home-country corporate governance practices in connection with director independence, the selection of director nominees, the holding of independent director meetings, and quorum requirements; and |
| ● | exemption from the Nasdaq rules applicable to domestic issuers relating to compensation matters, including shareholders’ vote regarding equity compensation plans, disclosure of individual compensation for the company’s directors and management and obtaining shareholder approval in connection with the establishment of or amendment to certain equity-based compensation plans. |
We may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
Management and Director Compensation
Directors and Executive Management Compensation
As a foreign private issuer, in accordance with Nasdaq listing requirements, we comply with the home country compensation requirements and certain exemptions thereunder rather than complying with Nasdaq compensation requirements. Under British Virgin Islands law, the Company is not required to disclose compensation of members of its Board of Directors or senior management on an individual basis. Instead, the Company reports aggregate compensation paid or accrued to its directors and members of senior management.
For the year ended December 31, 2025, aggregate cash compensation paid or accrued to the Company’s directors and members of senior management was £905,505, consisting of £880,505 paid or accrued to executive management and £25,000 paid to independent directors. In addition to cash compensation, directors and members of senior management participated in the Company’s equity incentive arrangements, including awards granted under the 2022 Employee Share Option Plan and Performance Incentive Grants described below. Share-based compensation represented a significant component of total compensation for the year ended December 31, 2025.
Equity Incentive Plan
The Company maintains the 2022 Employee Share Option Plan (the “2022 Plan”), pursuant to which equity-based awards may be granted to employees, directors, consultants and other service providers of the Company and its subsidiaries. The purpose of the 2022 Plan is to support the Company’s ability to attract, retain and incentivize individuals who contribute to the long-term success of the business and to align their interests with those of shareholders.
The Company may continue to make grants under the 2022 Plan and may amend the plan, increase the number of shares reserved for issuance under the plan or adopt additional equity incentive arrangements in the future, subject to applicable approvals and regulatory requirements.
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As of December 31, 2025, options to purchase an aggregate of 1,104,570 Class A ordinary shares were outstanding under the 2022 Plan. The weighted-average exercise price of these options was £4.53 per Class A ordinary share. Of these options, 365,867 were held by members of the Board of Directors and senior management, with a weighted-average exercise price of £7.68 per Class A ordinary share, of which 335,774 were fully vested upon grant in accordance with the terms of the applicable award agreements. The remaining options outstanding under the 2022 Plan were held by employees and other service providers and generally vest in accordance with service-based vesting conditions.
On December 5, 2025, the Company filed a registration statement on Form S-8 registering the Class A ordinary shares issuable upon exercise of options granted under the 2022 Plan.
The issuance of Class A ordinary shares upon exercise of outstanding options, or pursuant to future grants under the Company’s equity incentive arrangements, will result in dilution to existing shareholders.
In addition to the 2022 Plan, the Company has granted performance-based equity incentive awards to certain members of executive management that vest upon achievement of specified Company valuation milestones. These awards are described below under “Performance Incentive Grants.”
Performance Incentive Grants
On October 14, 2025, our Board of Directors approved and granted performance-based option awards to John Garner, John Foley and Paul Teasdale with respect to an aggregate of 5,250,001 Class A ordinary shares (collectively, the “Performance Incentive Grants”). Of these awards:
| ● | 3,250,001 options were granted to Mr. Garner, one of our founders and our Head of Strategy and Vision; | |
| ● | 1,000,000 options were granted to Mr. Teasdale, one of our Directors; and | |
| ● | 1,000,000 options were granted to Mr. Foley, Chairman of our Board. |
The Performance Incentive Grants vest upon the satisfaction of applicable service conditions and the achievement of specified company valuation targets, as described below. The awards carry certain shareholder rights in accordance with their terms.
In approving the Performance Incentive Grants, the Board determined that performance-based incentives tied to significant company valuation milestones were appropriate to align the interests of John Garner, John Foley and Paul Teasdale with those of our shareholders and to incentivize long-term value creation. The awards do not vest solely based on the passage of time but instead vest only upon the achievement of specified company value thresholds.
The Performance Incentive Grants are eligible to vest over the ten-year period following the closing of this offering. Vesting occurs upon the achievement of specified company value targets, as described below.
John Garner (1)
| ● | 1,125,000 options exercisable at $9.64 which vest when company value reaches $500m | |
| ● | 1,125,000 options exercisable at $9.64 which vest when company value reaches $1bn | |
| ● | 375,000 options exercisable at $9.64 which vest when company value reaches $2bn | |
| ● | 375,000 options exercisable at $9.64 which vest when company value reaches $5bn | |
| ● | 250,000 options exercisable at $9.64 which vest when company value reaches $10bn | |
| ● | One (1) option exercisable at $9.64 which vests when company value reaches $1tr |
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John Foley (2)
| ● | 350,000 options exercisable at $9.64 which vest when company value reaches $500m | |
| ● | 350,000 options exercisable at $9.64 which vest when company value reaches $1bn | |
| ● | 125,000 options exercisable at $9.64 which vest when company value reaches $2bn | |
| ● | 125,000 options exercisable at $9.64 which vest when company value reaches $5bn | |
| ● | 50,000 options exercisable at $9.64 which vest when company value reaches $10bn |
Paul Teasdale (3)
| ● | 350,000 options exercisable at $9.64 which vest when company value reaches $500m | |
| ● | 350,000 options exercisable at $9.64 which vest when company value reaches $1bn | |
| ● | 125,000 options exercisable at $9.64 which vest when company value reaches $2bn | |
| ● | 125,000 options exercisable at $9.64 which vest when company value reaches $5bn | |
| ● | 50,000 options exercisable at $9.64 which vest when company value reaches $10bn |
(1) Out of 3,250,001 options, 753,321 options have been exercised as of the date of this prospectus.
(2) Out of 1,000,000 options, no options have been exercised as of the date of this prospectus.
(3) Out of 1,000,000 options, no options have been exercised as of the date of this prospectus.
In the event of an acquisition of the Company during the applicable performance period, any unvested tranche of the Performance Incentive Grants may vest if the implied company value in such transaction equals or exceeds a company value target that has not previously been achieved. If the acquisition value falls between a company value target that has been achieved and the next higher target that has not been achieved, a portion of the applicable tranche will vest based on linear interpolation between the two valuation thresholds, in accordance with the terms of the awards.
For purposes of the Performance Incentive Grants, “company value” is calculated by multiplying the closing trading price per share of our Class A ordinary shares by the number of shares outstanding on a fully diluted basis, taking into account all issued and outstanding securities and all rights, options, warrants, convertible instruments or other securities or agreements giving rights to acquire our ordinary shares (excluding ordinary shares underlying WePoints and the individual’s own Performance Incentive Grants). A company value target is deemed achieved if it is reached or exceeded at any time and does not need to be maintained for any specified period. There are no additional employment or service-based vesting requirements beyond those set forth in the award agreements.
Of such options, 4,900,000 have vested as of the date of this prospectus based on the achievement of applicable company value targets. The remaining options vest upon the Company achieving certain market valuation thresholds of $10 billion and higher. As of the date of this prospectus, 753,321 of these Performance Incentive Grant options have been exercised.
The Board may, from time to time, approve additional performance-based equity awards to directors, officers, employees or consultants, subject to applicable approvals and regulatory requirements.
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The following table presents information, as of September 24, 2026, regarding the beneficial ownership of our Class A ordinary shares for:
| ● | each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding Class A ordinary shares; |
| ● | each member of our Board; and |
| ● | all members of our Board as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. Under these rules, beneficial ownership includes any Class A ordinary shares over which a person has sole or shared voting or investment power, as well as any Class A ordinary shares that such person has the right to acquire within 60 days of September 24, 2026 through the exercise of any option, warrant or other right.
Securities subject to vesting or performance conditions that have not been satisfied within 60 days of September 24, 2026 are excluded from beneficial ownership.
Except as otherwise indicated, the persons named in the table below have sole voting and dispositive power with respect to the Class A ordinary shares beneficially owned by them. The “Number of Class A Ordinary Shares” column includes shares that may be acquired within 60 days of September 24, 2026.
The number of Class A ordinary shares outstanding used in calculating percentage ownership in the table below is 11,717,133, representing the number of Class A ordinary shares issued and outstanding as of September 24, 2026. In accordance with Rule 13d-3 under the Exchange Act, Class A ordinary shares that a person has the right to acquire within 60 days of September 24, 2026 are deemed outstanding for purposes of calculating that person’s ownership percentage, but are not deemed outstanding for purposes of calculating the ownership percentage of any other person.
Major shareholders do not have voting rights that differ from those of other holders of Class A ordinary shares.
The Company is not directly or indirectly owned or controlled by another corporation, foreign government or other natural or legal person.
| Class A Ordinary Shares Beneficially Owned | ||||||||
| Name of Beneficial Owner | Number of Class A Ordinary Shares | Percentage of Class | ||||||
| Directors and Executive Officers: | ||||||||
| John Garner (1) | 3,000,000 | 21.5 | % | |||||
| John Foley (2) | 1,953,938 | 15.4 | % | |||||
| Paul Ellerbeck (4) | 2,247,826 | 19.0 | % | |||||
| Paul Teasdale (6) | 1,477,914 | 11.7 | % | |||||
| Andrew Fearon (10) | 215,271 | 1.8 | % | |||||
| Oana Crisan (11) | 37,500 | * | ||||||
| Oliver Egerton-Vernon (12) | 37,500 | * | ||||||
| Johnny Hickling (13) | 8,333 | * | ||||||
| Maria Weaver | — | — | ||||||
| All Directors and Executive Officers as a Group | 8,978,282 | 55.4 | % | |||||
| 5.0% Shareholders | ||||||||
| Sidney PTC Ltd (3) | 2,453,125 | 20.9 | % | |||||
| Community Social Investments Limited (5) | 2,083,333 | 17.8 | % | |||||
| FFIH Limited (7) | 1,003,938 | 8.6 | % | |||||
| WeCap Plc (8) | 806,022 | 6.9 | % | |||||
| Max Capital Limited (9) | 773,822 | 6.6 | % | |||||
| * | Less than one percent. |
| 1 | Includes 2,246,679 vested performance-based options exercisable within 60 days of September 24, 2026. |
| 2 | Includes 1,003,938 Class A ordinary shares held by FFIH Limited, a United Kingdom corporation, with respect to which Mr. Foley and June Foley share voting and dispositive power; The address of FFIH Limited is c/o Dains Accountants Limited, 3rd Floor, Chamberlain Square, Birmingham, B3 3AX, United Kingdom. Also includes 950,000 vested performance-based options exercisable within 60 days of September 24, 2026. |
| 3 | Based solely on a Schedule 13G filed with the SEC on June 12, 2026, Sidney PTC Ltd is a corporation formed in the Isle of Jersey that serves as trustee for the Original Trust, a trust formed in the Isle of Jersey. Sidney PTC Ltd exercises sole dispositive voting control over the Original Trust which is exercised by majority vote of Marcus Stone, Richard Griffiths, G.B. Directors Limited, and G.B. Directors 2 Limited. The directors of G.B. Directors Limited and G.B. Directors 2 Limited are David Minty, Aaron Chandler, and William Garfield Bennett. Sidney PTC Ltd’s address is First Floor, Durell House, 28 New Street, St Helier, Jersey, JE2 3RA. |
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| 4 | Includes 2,083,333 Class A ordinary shares held by Community Social Investment Limited, a United Kingdom corporation, with respect to which Mr. Ellerbeck has sole voting and dispositive power. The address of Community Social Investment Limited is 10 Queen Street Place, London, United Kingdom, EC4R 1AG. Also includes 70,743 Class A ordinary shares held directly by Mr. Ellerbeck and 93,750 vested options exercisable within 60 days of September 24, 2026. |
| 5 | Based solely on a Schedule 13G filed with the SEC on June 12, 2026, Community Social Investment Limited, a United Kingdom corporation for which Paul Ellerbeck has sole dispositive power. Its address is 10 Queen Street Place, London, United Kingdom, EC4R1AG. |
| 6 | Includes 527,914 Class A ordinary shares held by HallCo 1766 Limited, a United Kingdom Private Limited Company, with respect to which Paul Teasdale has sole voting and dispositive power. The address of HallCo 1766 Limited is Mill Estate, Church Lane, Hotham, York, YO43 4UG, United Kingdom. Also includes 950,000 vested performance-based options exercisable within 60 days of September 24, 2026. |
| 7 | Based solely on a Schedule 13G filed with the SEC on June 12, 2026, FFIH Limited is a United Kingdom corporation for which John Foley and June Foley exercise dispositive voting control. FFIH Limited’s address is C/O Dains Accountants Limited, 3rd Floor, Chamberlain Square, Birmingham, B3 3AX, United Kingdom. |
| 8 | WeCap Plc is a publicly-traded corporation incorporated in the United Kingdom. Its address is 25 Eccleston, London, United Kingdom, SW1W 9NF. |
| 9 | Based solely on a Schedule 13G filed with the SEC on June 12, 2026, Max Capital Limited is a Jersey corporation for which sole dispositive power is exercised by a majority vote of John Foley, John Garner, and Paul Teasdale. Its address is 22 the Esplanade, St Helier, Jersey, JE11HH. |
| 10 | Include 163,784 vested options exercisable within 60 days of September 24, 2026. |
| 11 | Includes 37,500 vested options exercisable within 60 days of September 24, 2026. |
| 12 | Includes 37,500 vested options exercisable within 60 days of September 24, 2026. |
| 13 | Includes 8,333 vested options exercisable within 60 days of September 24, 2026. |
For more information on material contracts and related party transactions, see the sections entitled “Item 10. Additional Information—C. Material Contracts” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” in our Annual Report incorporated by reference herein.
Holdings by U.S. Shareholders
As of September 24, 2026, none of our outstanding Class A ordinary shares were held by U.S. record holders.
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SELLING SHAREHOLDER
This prospectus relates to the offer and sale by Roth Principal Investments of up to 6,000,000 Class A ordinary shares that may be issued by us to Roth Principal Investments under the Purchase Agreement. For additional information regarding the Class A ordinary shares included in this prospectus, see the section titled “The Committed Equity Facility” above. We are registering the Class A ordinary shares included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with Roth Principal Investments on September 9, 2026 in order to permit the Selling Shareholder to offer the Class A ordinary shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, Roth Principal Investments has not had any material relationship with us within the past three years.
The table below presents information regarding the Selling Shareholder and the Class A ordinary shares that may be resold by the Selling Shareholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Shareholder, and reflects holdings as of September 24, 2026. The number of shares in the column “Maximum Number of Class A ordinary shares to be Offered Pursuant to this Prospectus” represents all of the Class A ordinary shares being offered for resale by the Selling Shareholder under this prospectus. The Selling Shareholder may sell some, all or none of the Class A ordinary shares being offered for resale in this offering. We do not know how long the Selling Shareholder will hold the shares before selling them and, except as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware of any existing arrangements between the Selling Shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Class A ordinary shares being offered for resale by this prospectus.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes Class A ordinary shares with respect to which the Selling Shareholder has sole or shared voting and investment power. Because the purchase price to be paid by the Selling Shareholder for Class A ordinary shares, if any, that we may elect to sell to the Selling Shareholder in one or more purchases from time to time under the Purchase Agreement will be determined on the applicable purchase dates therefor, the actual number of Class A ordinary shares that we may sell to the Selling Shareholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Shareholder of all of the Class A ordinary shares being offered for resale pursuant to this prospectus.
Number
of Class A | Maximum Number of Ordinary Shares to be Offered Pursuant to this | Number of Ordinary Shares Owned After Offering | ||||||||||||||||||
| Name of Selling Shareholder | Number(1) | Percent | Prospectus | Number(2) | Percent | |||||||||||||||
| Roth Principal Investments, LLC(3) | 0 | — | 6,000,000 | 0 | — | |||||||||||||||
| (1) | In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of Class A ordinary shares beneficially owned prior to the offering all of the Class A ordinary shares that Roth Principal Investments may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Roth Principal Investments’ control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the purchases of Class A ordinary shares under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any Class A ordinary shares to Roth Principal Investments to the extent such shares, when aggregated with all other Class A ordinary shares then beneficially owned by Roth Principal Investments, would cause Roth Principal Investments’ beneficial ownership of our Ordinary Shares to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from issuing or selling Class A ordinary shares under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we (i) obtain shareholder approval to do so, or unless the average price for all Class A ordinary shares purchased by Roth Principal Investments under the Purchase Agreement equals or exceeds $5.3475 per share or (ii) take all actions required to adopt the Home Country Practice in connection with the transactions contemplated by the Purchase Agreement, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. As of the date of this prospectus, WeShop has taken all steps required under Nasdaq Rules to duly and validly rely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq by adopting a Home Country Practice that allows WeShop to issue Class A ordinary shares to the Selling Shareholder in connection with the Purchase Agreement without regard to the Exchange Cap. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq) may be amended or waived under the Purchase Agreement. |
| (2) | Assumes the sale of all Class A ordinary shares being offered pursuant to this prospectus. |
| (3) | The business address of Roth Principal Investments, LLC (“Roth Principal Investments”) is 2340 Collins Avenue, Suite 402, Miami Beach, Florida 33139. The principal business of Roth Principal Investments is that of a private investor. Roth Principal Investments is a wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly disclaims beneficial ownership of securities held of record by Roth Principal Investments, except to the extent of its pecuniary interest therein. All voting and investment decisions with respect to securities held of record by Roth Principal Investments are made by majority vote of an investment policy committee of Roth Principal Investments composed of five individuals, each of whom is not involved in the management of CRFH and at least three of whom are not affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and a wholly owned subsidiary of CRFH. We have been advised that neither CRFH nor Roth Principal Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal Investments and RCP is a wholly owned subsidiary of CRFH, Roth Principal Investments is deemed to be an affiliate of RCP. RCP will act as an executing broker that will effectuate resales of our Class A ordinary shares that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)” for more information about the relationship between Roth Principal Investments and RCP. |
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DESCRIPTION OF SHARES AND MEMORANDUM AND ARTICLES OF ASSOCIATION
General
We are a British Virgin Islands Business Company limited by shares (registered with the Registrar of Corporate Affairs in the British Virgin Islands under company number 2046056) and our affairs are governed by our Memorandum and articles of association (“Articles”), the BVI Act and common law of the British Virgin Islands. Clause 5 of our memorandum of association provides that, subject to the BVI Act and any other BVI legislation, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and that there are no limitations on the business that we may carry on. Based upon the Articles, we are authorized to issue an unlimited number of shares in two classes as follows (a) an unlimited number of Class A Shares; and (b) an unlimited number of Class B shares.
As of the date of this prospectus, 11,717,133 Class A ordinary shares are issued and outstanding and 12,500,000 Class B ordinary shares are issued and outstanding. Our Class B shares do not have any rights to vote in the election of directors or to receive any dividends paid to the Class A shareholders. Our Articles provide that no shareholder holding ordinary shares prior to the Listing Date, may charge, pledge, encumber or otherwise dispose of any of their ordinary shares during a period of 365 days from the Listing Date, except with the prior written consent of our board of directors or as otherwise permitted under our amended and restated memorandum and articles of association. For more information, also see our Report on Form 6-K filed on July 13, 2026 and which is incorporated by reference herein.
No preferred shares are issued or outstanding. The following description summarizes the material terms of our shares as set out more particularly in our Articles. Because it is only a summary, it may not contain all the information that is important to you. You may obtain copies of our Articles as described under “Where You Can Find More Information” in this prospectus.
Subject to the provisions of the Memorandum and Articles, the BVI Act, applicable stock exchange rules and any competent regulatory authority, our directors may allot, issue, grant options over or otherwise dispose of shares with or without preferred, deferred or other rights or restrictions, including as to dividends or other distributions, voting and return of capital, as they think proper. Except as described in relation to class rights, amendments to the Memorandum and Articles and applicable regulatory requirements, our Memorandum and Articles do not impose conditions governing changes in our capital that are more stringent than BVI law.
Under Clause 6.2 of our Memorandum, our directors may, by resolution of directors and without shareholder approval, issue further classes of shares, including preferred shares with rights and privileges ranking in priority to those of the existing classes.
Share Rights
Each Class A ordinary share confers upon the shareholder:
(a) the right to notice of and to attend any meeting of shareholders;
(b) the right to one vote per Class A ordinary share on any resolution of shareholders as against each other Class A ordinary share;
(c) the right to an equal share in any dividend paid by the Company against each other Class A ordinary share;
(d) the right to an equal share in the distribution of the surplus assets of the Company against each other ordinary share,; and
(e) such other rights and entitlements as may be specified in the Articles.
Each Class B ordinary share confers upon the shareholder:
(a) no right to notice of and to attend any meeting of shareholders;
(b) no right to vote on any resolution of shareholders;
(c) no right to any dividend paid by the Company;
(d) no right to a share in the distribution of the surplus assets of the Company on its liquidation.
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The Class B ordinary shares will automatically convert to Class A ordinary shares on a one-for-one basis upon transfer of a Class B Share by the WeShop Community Trust or a Similar Trust to a Person (both as defined in the amended memorandum and articles of association). Subject to the foregoing Class B conversion right, holders of our ordinary shares have no general conversion rights. Holders of our ordinary shares have no pre-emptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the ordinary shares. The WeShop Community Trust will be the sole holder of the Class B ordinary shares outstanding on the date of this prospectus.
Shareholders holding 90% of the votes of the outstanding shares entitled to vote may give a written instruction directing us to redeem the shares held by the remaining shareholders. Upon receipt of such written instruction, we must redeem the shares specified in the written instruction irrespective of whether or not the shares are by their terms redeemable. We may also purchase, redeem or otherwise acquire our shares if the resolution of directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due.
All distributions unclaimed for three years after having been declared may be forfeited by resolution of directors for the benefit of the Company. Fully paid ordinary shares are not subject to further capital calls; however, shares whose issue price is not fully paid on issue are subject to the forfeiture provisions in the Articles, and shares issued for a promissory note, other written obligation to contribute money or property or a contract for future services are deemed to be not fully paid for this purpose.
Subject to applicable securities laws, stock exchange rules, the transfer restrictions described in this prospectus and the provisions of the Articles, there are no limitations under the Articles or BVI law on non-residents or foreign shareholders holding or exercising voting rights on our ordinary shares.
Registration Rights
The registration rights agreement which we intend to enter into provides that Paul Teasdale, John Foley and John Garner have certain registration rights as set forth below. The registration of our ordinary shares by the exercise of registration rights described below would enable the holders to sell these shares without restriction under the Securities Act when the applicable registration statement is declared effective. We will pay the registration expenses, other than underwriting discounts and commissions, of the shares registered by the demand, piggyback, and Form F-3 or S-3 registrations described below.
At any time beginning one year after the effective date of the Company’s initial registration statement declared effective in connection with its listing on Nasdaq, Paul Teasdale, John Foley and John Garner may request that we register all or a portion of the registrable shares. We are obligated to effect only two such registrations. After the effectiveness of the registration statement of which this prospectus forms a part, in the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, certain shareholders will be entitled to certain piggyback registration rights allowing the holder to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration relating to (i) the issuance of securities by us or by a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) an SEC Rule 145 transaction, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a piggyback registration, or (iv) a registration in which the only shares being registered are shares issuable (A) upon redemption of WePoints and (B) upon conversion of debt securities that are also being registered, the holders of these shares are entitled to notice of the registration and have the right to include their shares in the registration, subject to limitations that the underwriters may impose on the number of shares included in the offering, and (v) any registration statement where we have elected to register shares for issuance by us or any shares issued after the date we have been approved for listing on Nasdaq. At any time beginning one year after the effectiveness of the registration statement of which this prospectus forms a part, the holders of these shares can make a request that we register their shares on Form F-3 or Form S-3 if we are qualified to file a registration statement on Form F-3 or S-3 and if the anticipated aggregate price of the shares offered, net of any underwriters’ discounts or commissions, would equal or exceed $15.0 million. We will not be required to effect more than two registrations on Form F-3 or S-3 within any 12-month period.
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In addition to the registration rights described above, each of the Performance Incentive Grant option agreements entered into with Paul Teasdale, John Foley and John Garner on October 14, 2025 contains a separate registration rights provision relating to the Class A ordinary shares issuable upon exercise of the applicable options. Under Clause 4 of each such option agreement, upon the valid exercise of the applicable option and the allotment and issue of the underlying option shares to the relevant holder, the holder may require the Company, by written notice, to take all commercially reasonable actions (including, without limitation, the preparation and filing of a registration statement with applicable securities regulators) to facilitate the registration of such shares for resale, subject to applicable legal, regulatory and stock exchange requirements and any closed periods, blackout periods or similar trading restrictions applicable to the holder in his capacity as a director, officer or employee of the Company. Unlike the registration rights described above, the registration rights contained in the Performance Incentive Grant option agreements are not subject to limitations relating to the number of demand registrations, minimum offering thresholds, or piggyback registration participation rights. On December 5, 2025, the Company filed a registration statement on Form S-8 registering the Class A ordinary shares underlying the 5,250,001 options issued pursuant to the Performance Incentive Grants, which may satisfy in whole or in part the Company’s registration obligations under Clause 4 of the option agreements with respect to shares issued upon exercise of the options, subject to applicable resale restrictions for affiliates under Rule 144.
Register of Members
Under the BVI Act, the ordinary shares are deemed to be issued when the name of the shareholder is entered in the register of members. Our register of members will be maintained in electronic form by our transfer agent, Computershare.
Board of Directors
In accordance with British Virgin Islands law and our memorandum and articles of association, the management of WeShop is vested in a board of directors. Our Memorandum and articles of association provide that the board must comprise at least one member and may comprise up to seven members, and that any change to the size of the board must be approved by a resolution of directors. Currently our board has seven members (see “Management”). The board meets as often as required by our interests.
The directors are appointed for a period of three years; provided however the directors shall be elected on a staggered basis, with one-third of the directors being elected each year and provided further that such three year term may be exceeded by a period up to the annual meeting held following the third anniversary of the appointment. Directors are not required to own ordinary shares of WeShop as a qualification to office, and our Articles do not impose a director retirement or non-retirement age limit. The remuneration to be paid to the directors, if any, is such remuneration as the directors shall determine, and the directors may by resolution approve additional remuneration to any director for services outside their ordinary routine work as a director. The directors may by resolution exercise all the powers of WeShop to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations, whether of WeShop or of any third party.
Exclusive Forum
Our amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the British Virgin Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the BVI Act or our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the British Virgin Islands over all such claims or disputes. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the British Virgin Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the British Virgin Islands as exclusive forum. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim. Our amended and restated memorandum and articles of association provide that the federal district courts in the United States shall be the exclusive forum for claims against us under the Securities Act and the Exchange Act. See “Risk Factors—Risks Related to Ownership of Our Class A ordinary shares—Provisions in our Memorandum and Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management” in our Annual Report incorporated by reference herein.
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Differences in Corporate Law
The BVI Act and the laws of the British Virgin Islands affecting British Virgin Islands companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable to us and the laws applicable to companies incorporated under the Delaware General Corporation Law in the United States and their shareholders.
Mergers and Similar Arrangements
Under the laws of the British Virgin Islands, two or more companies may merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the merging of two or more constituent companies into one of the constituent companies (the “surviving company”) and a consolidation means the uniting of two or more constituent companies into a new company (the “consolidated company”). The procedure for a merger or consolidation between the company and another company (which need not be a British Virgin Islands company, and which may be the company’s parent or subsidiary, but need not be) is set out in the BVI Act. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which with the exception of a merger between a parent company and its subsidiary, must also be approved by a resolution of a majority of the shareholders holding shares that carry more than 50% of the votes of those entitled to vote on the matter, or by written resolution of the shareholders of the British Virgin Islands company or British Virgin Islands companies which are to merge or by written resolution of the shareholders of the British Virgin Islands company or British Virgin Islands companies which are to merge. While a director may vote on the plan of merger or consolidation, or any other matter, even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the company. A transaction entered into by our Company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the company and (ii) the transaction is in the ordinary course of the company’s business and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the company received fair value for the transaction. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of merger or consolidation has been approved by the directors and authorized, if required, by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the British Virgin Islands. The merger is effective on the date that the articles of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation.
As soon as a merger becomes effective: (a) the surviving company or consolidated company (so far as is consistent with its memorandum and articles of association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; (b) in the case of a merger, the memorandum and articles of association of any surviving company are automatically amended to the extent, if any, that changes to its memorandum and articles of association are contained in the articles of merger or, in the case of a consolidation, the memorandum and articles of association filed with the articles of consolidation are the memorandum and articles of the consolidated company; (c) assets of every description, including choses-in-action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the member, director, officer or agent thereof; as the case may be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company. The Registrar of Corporate Affairs shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companies in the case of a consolidation. If the directors determine it to be in the best interests of the company, it is also possible for a merger to be approved as a Court approved plan of arrangement or scheme of arrangement in accordance with the BVI Act.
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A shareholder may dissent from (a) a merger if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50 percent in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a compulsory redemption of 10 per cent, or fewer of the issued shares of the company required by the holders of 90 percent, or more of the shares of the company pursuant to the terms of the BVI Act; and (e) a plan of arrangement, if permitted by the British Virgin Islands Court (each, an Action). A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.
A shareholder dissenting from an Action must object in writing to the Action before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the company must give notice of this fact to each shareholder within 20 days who gave written objection. Such objection shall include a statement that the members propose to demand payment for his or her shares if the Action is taken. These shareholders then have 20 days to give to the company their written election in the form specified by the BVI Act to dissent from the Action, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the company shall make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the company determines to be the fair value of the shares. The company is not obligated, if there are multiple dissenting members, to offer each dissenting member the same price. The company and the shareholder then have 30 days to agree upon the price, to be paid by the company in cash. If the company and a shareholder fail to agree on the price within the 30 days, then the company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.
Shareholders’ Suits
There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands Law. These are summarized below:
A shareholder who considers that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the Court regulate the future conduct of the company, or that any decision of the company which contravenes the BVI Act or our amended and restated memorandum and articles of association be set aside.
Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the company in certain circumstances to redress any wrong done to it. Such actions are known as derivative actions. The British Virgin Islands Court may only grant permission to bring a derivative action where the following circumstances apply:
| ● | the company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
| ● | it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole. |
When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:
| ● | whether the shareholder is acting in good faith; |
| ● | whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters; |
| ● | whether the action is likely to proceed; |
| ● | the cost of the proceedings; and |
| ● | whether an alternative remedy is available. |
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Just and Equitable Winding Up
In addition to the statutory remedies outlined above, shareholders can also petition the British Virgin Islands Court for the winding up of a company under the BVI Insolvency Act, Revised Edition 2020 for the appointment of a liquidator to liquidate the company and the court may appoint a liquidator for the company if it is of the opinion that it is just and equitable for the court to so order. This remedy is typically exercised where the company has been operated as a quasi-partnership and trust and confidence between the partners has broken down or where there has been a breach of any express or implied agreement between the shareholders. This is considered a remedy of last resort by the British Virgin Islands courts and only available where no other remedy is appropriate.
Indemnification of Directors and Executive Officers and Limitation of Liability
Our amended and restated memorandum and articles of association provide that, subject to certain limitations, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who (i) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or (ii) is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. The Company will enter into agreements with its officers and directors to provide contractual indemnification in addition to the indemnification provided for in the amended and restated memorandum and articles of association.
These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Anti-Takeover Provisions in Our Amended and Restated Memorandum and Articles
Some provisions of our amended and restated articles of association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable. Under the BVI Act there are no provisions, which specifically prevent the issuance of preferred shares or any such other “poison pill” measures. Our amended and restated memorandum and articles of association also do not contain any express prohibitions on the issuance of any preferred shares. Therefore, the directors without the approval of the holders of any of our ordinary shares may issue preferred shares that have characteristics that may be deemed to be anti-takeover. Additionally, such a designation of shares may be used in connection with plans that are poison pill plans. However, under British Virgin Islands law, our directors in the exercise of their powers granted to them under our amended and restated memorandum and articles of association and performance of their duties, are required to act honestly and in good faith in what the director believes to be in the best interests of our Company.
The BVI Act does not contain specific provisions regarding “business combinations” between companies organized under the laws of the British Virgin Islands and “interested shareholders.” However, our amended and restated memorandum and articles of association contain provisions which prohibit us, subject to certain exceptions, from engaging in business combinations and other specified transactions with persons for a period of three years after the time of the transaction in which the person acquired 15% of more of our issued voting shares.
Delaware General Corporation Law also provides, subject to certain exceptions, that if a person acquires 15% of voting stock of a company, the person is an “interested stockholder” and may not engage in “business combinations” with the company for a period of three years from the time the person acquired 15% or more of voting stock.
Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances.
Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
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The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.
Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute including, among others, a statutory duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. Our directors are also required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparable circumstances, taking into account without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. Directors must exercise their powers for a proper purpose, and our directors must ensure neither they nor the company acts in a manner which contravenes the BVI Act or our amended and restated memorandum and articles of association.
Pursuant to the BVI Act and our amended and restated memorandum and articles, a director of a company who has an interest in a transaction and who has declared such interest to the other directors, may: (a) vote on a matter relating to the transaction; (b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and (c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction. This does not preclude a director from voluntarily excluding himself from a meeting or a vote where a conflict arises.
In certain limited circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are in breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, or proposes to engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of the company, the British Virgin Islands Court may, on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Act or the memorandum or articles. Furthermore, pursuant to section 184I(1) of the BVI Act a shareholder of a company who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the British Virgin Islands Court for an order which, inter alia, can require the company or any other person to pay compensation to the shareholders.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. British Virgin Islands law provides that, subject to the memorandum and articles of association of a company, an action that may be taken by members of the company at a meeting may also be taken by a resolution of members consented to in writing. Regulation 8.27 of our Articles expressly provides that this right applies only prior to the Listing Date. Following our listing on Nasdaq on November 14, 2025, our shareholders may only act at a duly convened meeting of shareholders and may not pass resolutions by written consent. As a result, the position under our Articles is comparable to that of a Delaware corporation whose certificate of incorporation eliminates the right of shareholders to act by written consent.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our amended and restated memorandum and articles of association allow our shareholders holding 30% or more of the votes of the issued and outstanding voting shares to requisition a shareholders’ meeting. There is no requirement under British Virgin Islands law to hold shareholders’ annual general meetings, but our amended and restated memorandum and articles of association require the directors to hold such a meeting at least once in each calendar year. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world. Any director may convene meetings of shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable. At least 14 clear days’ written notice is required for every annual general meeting and at least seven clear days’ written notice is required for extraordinary general meetings. A shareholder may be represented at a meeting by a proxy who may speak and vote on behalf of the shareholder, and a shareholder is deemed to be present at a meeting if he or she participates by telephone or other electronic means by which all shareholders participating in the meeting are able to hear each other. A meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy holders of 10% of the shares entitled to vote on the resolutions to be considered at the meeting.
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Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under the British Virgin Islands law, our amended and restated memorandum and articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our amended and restated memorandum and articles of association, directors can be removed from office, only for cause, by a resolution of shareholders approved by the affirmative vote of holders of at least 66 2/3% of the votes of all then outstanding Class A ordinary shares entitled to vote generally at a meeting for the election of directors. Directors can also be removed with or without cause by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director. For these purposes, “with cause” means conduct of a director which amounts to fraud or dishonesty.
Transactions With Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. British Virgin Islands law has no comparable statute. However our amended and restated memorandum and articles of association contain provisions, described above under “Anti-Takeover Provisions in Our Amended and Restated Memorandum and Articles,” which impose restrictions on business combinations with interested shareholders for a period of three years following the time at which the relevant person became an interested shareholder, subject to the exceptions set out in our amended and restated memorandum and articles of association.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our amended and restated memorandum and articles of association, we may appoint a voluntary liquidator by a resolution of the shareholders or directors, provided that the directors have made a declaration of solvency that the company is able to discharge its debts as they fall due and that the value of the company’s assets exceed its liabilities.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our amended and restated memorandum and articles of association, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied or abrogated, whether or not our Company is in liquidation, with the consent in writing of holders of at least 50% of the issued shares of the class or with the sanction of a resolution passed by at least a majority in excess of 50% of the holders of shares in that class present in person or by proxy and voting at a separate meeting of the holders of the shares of that class. For these purposes, the creation, designation or issue of preferred shares with rights and privileges ranking in priority to an existing class of shares is deemed not to be a variation of the rights of such existing class and may in accordance with our amended and restated memorandum and articles of association be effected by resolution of directors without shareholder approval.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law, our amended and restated memorandum and articles of association may be amended by a special resolution of shareholders (being a resolution approved by a majority in excess of 75% of the votes of the shares entitled to vote thereon in respect of which the shareholders holding the shares were present at the meeting in person or by proxy and being shares in respect of which the votes were voted) and, subject to certain exceptions, by a resolution of directors. An amendment is effective from the date it is registered by the Registrar of Corporate Affairs in the British Virgin Islands.
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SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of our Class A ordinary shares in the public market, or the perception that such sales could occur, could adversely affect the public price of our Class A ordinary shares and may make it more difficult for you to sell your shares at a time and price that you deem appropriate. We will have no input if and when our shareholders may, or may not, elect to sell their Class A ordinary shares or the prices at which any such sales may occur.
As of September 24, 2026, a total of 24,217,133 ordinary shares were outstanding. Generally, all of our Class A ordinary shares that have been registered for resale under an effective registration statement will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares, after their sale pursuant to such effective registration statement, are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act. “Restricted securities,” as that term is defined in Rule 144 under the Securities Act, are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S.
Subject to the provisions of Rule 144 or Regulation S under the Securities Act, as well as our insider trading policy, our restricted and unrestricted securities will be available for sale in the public market.
Rule 144
In general, under Rule 144 as currently in effect, an eligible shareholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the Class A ordinary shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such ordinary shares without complying with any of the requirements of Rule 144.
Our affiliates or persons selling Class A ordinary shares on behalf of our affiliates will be entitled to sell ordinary shares under Rule 144 one year after current Form 10 type information was filed with the SEC. Within any three-month period, such shareholders may sell a number of ordinary shares that does not exceed the greater of:
| ● | 1% of the number of Class A ordinary shares then outstanding, which equals 117,171 shares on September 24, 2026 or | |
| ● | the average weekly trading volume of our Class A ordinary shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. |
Sales under Rule 144 by our affiliates or persons selling Class A ordinary shares on behalf of our affiliates also are subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
Rule 701
Rule 701 generally allows a shareholder who was issued shares under a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 ordinary shares under Rule 144 without complying with the holding period requirements of Rule 144.
Form S-8 Registration Statement
On December 5, 2025, the Company filed a registration statement on Form S-8 to, among other things, register the Company’s Class A ordinary shares underlying 5,250,001 options to purchase one share per option at $9.64 per share. Of such options, 4,900,000 vested as of the filing date of the S-8. The remaining options will vest upon the Company achieving certain market valuations of $5 billion and higher. The registration statement on Form S-8 also registered Class A ordinary shares underlying 1,100,399 outstanding options to purchase Class A ordinary shares at one share per option which were issued under the WeShop Holdings Limited Employee Share Option Plan 2022. The weighted average exercise price of the options was $8.96 per Class A ordinary share.
Regulation S
Regulation S under the Securities Act provides that shares owned by any person may be sold without registration in the United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our ordinary shares may be sold outside the United States without registration in the United States being required. Any shares sold prior to our Listing Date were sold pursuant to Regulation S under the Securities Act and are therefore available for resale as long as they are not held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.
Lock-in Period
No shareholder holding ordinary shares prior to the Listing Date may charge, pledge, encumber or otherwise dispose of any of their ordinary shares during a period of 365 days from the Listing Date, except with the prior written consent of our board of directors or as otherwise permitted under our amended and restated memorandum and articles of association. For more information, also see our Report on Form 6-K filed on July 13, 2026 and which is incorporated by reference herein.
Roth Committed Equity Facility
As described in the section entitled “The Committed Equity Facility” herein, the Company may sell up to $25 million worth of Class A ordinary shares pursuant to the Purchase Agreement. We also entered into a Registration Rights Agreement in connection with the Purchase Agreement granting certain registration rights to the Investor in connection with the Purchase Agreement.
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MATERIAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain material British Virgin Islands and United States federal income tax considerations relevant to the ownership and disposition of the Company’s Class A ordinary shares and certain U.S. federal income tax considerations that may be relevant to the acquisition of Class A ordinary shares pursuant to the Shareback Plan. This summary does not purport to be a complete analysis of all potential tax consequences and is based upon laws and relevant interpretations thereof in effect as of the date hereof. Prospective investors should consult their own tax advisers regarding the tax consequences of the ownership and disposition of the Company’s Class A ordinary shares in light of their particular circumstances.
Material British Virgin Islands Tax Considerations
The Company is incorporated under the laws of the British Virgin Islands.
Under current British Virgin Islands law:
| ● | no income, corporate or capital gains tax is imposed in the British Virgin Islands on the Company or on holders of the Company’s ordinary shares who are not resident in the British Virgin Islands; | |
| ● | no estate, inheritance, succession or gift tax is payable with respect to the Company’s ordinary shares; | |
| ● | no withholding tax is imposed in the British Virgin Islands on dividends paid by the Company to holders of its ordinary shares; and | |
| ● | no stamp duty is payable in the British Virgin Islands on the issuance, transfer or disposition of the Company’s ordinary shares, provided that the Company does not hold an interest in land situated in the British Virgin Islands. |
There are currently no exchange control regulations in the British Virgin Islands applicable to the Company or its shareholders that restrict the import or export of capital or the remittance of dividends, interest or other payments to non-resident holders of the Company’s ordinary shares.
Material United States Federal Income Tax Considerations for U.S. Holders
The following discussion describes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of the ownership and disposition of our Class A ordinary shares. The following discussion is for general purposes only, is limited to U.S. federal income tax consequences only, and may not be applicable depending on your particular situation. This discussion deals only with Class A ordinary shares that are held as “capital assets”, within the meaning of the Code, by a U.S. Holder.
As used herein, the term “U.S. Holder” means a beneficial owner of our Class A ordinary shares that is, for U.S. federal income tax purposes, any of the following:
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
| ● | a person who received Class A ordinary shares pursuant to, or otherwise participates in, the Shareback Plan; | |
| ● | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or | |
| ● | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust; or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. |
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This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This discussion does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:
| ● | a dealer or broker in securities; | |
| ● | a financial institution; | |
| ● | a regulated investment company; | |
| ● | a real estate investment trust; | |
| ● | an insurance company; | |
| ● | a tax-exempt organization; | |
| ● | a person holding our Class A ordinary shares as part of an integrated or conversion transaction, a constructive sale or a straddle; | |
| ● | a trader in securities that has elected the mark-to-market method of accounting for your securities; | |
| ● | a person liable for alternative minimum tax; | |
| ● | a person who owns or is deemed to own 10% or more of all of our outstanding shares (by vote or value); | |
| ● | a partnership or other pass-through entity for U.S. federal income tax purposes; | |
| ● | a person required to accelerate the recognition of any item of gross income with respect to our Class A ordinary shares as a result of such income being recognized on an applicable financial statement; or | |
| ● | a person whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar. |
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or partner of a partnership holding our Class A ordinary shares, you are urged to consult your tax advisors.
This summary does not contain a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income, U.S. federal estate and gift taxes or the effects of any state, local or non-U.S. tax laws. You are urged to consult your tax advisors concerning the particular U.S. federal income tax consequences to you of the ownership and disposition of our Class A ordinary shares, as well as the consequences to you arising under other U.S. federal tax laws (such as estate and gift tax laws) and the laws of any other taxing jurisdiction.
Except as specifically noted below under “—Passive Foreign Investment Company Considerations,” the following discussion assumes we are not, and will not be, a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.
Taxation of Dividends
The gross amount of distributions on our Class A ordinary shares will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in your tax basis in the Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange (as discussed below under “—Taxation of Sales or Other Dispositions of Class A Ordinary Shares”). We do not, however, expect to determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend for U.S. federal income tax purposes. If distributions are paid in foreign currency, the amount of such distribution will be equal to the U.S. dollar value of such currency, translated at the spot rate of exchange on the date such distribution is received, regardless of whether the payment is in fact converted into US Dollars at that time.
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Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income from foreign sources on the day actually or constructively received by you. Such dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Code.
Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. Holders from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. For these purposes, a foreign corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. In this regard, shares generally are considered to be readily tradable on an established securities market in the United States if they are listed on Nasdaq, as the Class A ordinary shares are. However, non-corporate U.S. Holders will not be eligible for reduced tax rates on any dividends received from us if we are a PFIC (as discussed below under “—Passive Foreign Investment Company Considerations”) in the taxable year in which such dividends are paid or in the preceding taxable year. You are urged to consult your tax advisors regarding the application of these rules to your particular circumstances.
Taxation of Sales or Other Dispositions of Class A Ordinary Shares
For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of Class A ordinary shares in an amount equal to the difference between the amount realized for the Class A ordinary shares and your tax basis in the Class A ordinary shares. Subject to the PFIC rules discussed below, such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the Class A ordinary shares for more than one year. In general, long-term capital gains of non-corporate U.S. Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as U.S. source gain or loss. You are urged to consult your tax advisors regarding the tax basis in and holding period of your Class A ordinary shares.
Passive Foreign Investment Company Considerations
In general, we will be a PFIC for any taxable year in which, after applying certain look-through rules, (i) at least 75% of our gross income is passive income, or (ii) at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce, or are held for the production of, passive income. For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). In addition, cash and other assets readily convertible into cash are generally considered passive assets.
Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a PFIC for the taxable year ended December 31, 2025, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard. The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition.
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If we are a PFIC for any taxable year that a U.S. Holder holds the Class A ordinary shares, unless the U.S. Holder makes certain elections, any gain recognized by the U.S. Holder on a sale or other disposition of the Class A ordinary shares would be allocated pro-rata over the U.S. Holder’s holding period for the Class A ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or the highest rate in effect for corporations, as appropriate, for that taxable year, and an interest charge would be imposed. Further, to the extent that any distribution received by a U.S. Holder on the Class A ordinary shares exceeds 125% of the average of the annual distributions on the Class A ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain on the sale or other disposition of the Class A ordinary shares if we were a PFIC, as described above. If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder will be deemed to own equity in any of the entities in which we hold equity that also are PFICs. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Class A ordinary shares. In addition, a timely election to treat us as a qualified electing fund under the Code would result in an alternative treatment. However, we do not intend to prepare or provide the information that would enable U.S. Holders to make a qualified electing fund election. If we are considered a PFIC, a U.S. Holder also will be subject to annual information reporting requirements. U.S. Holders are urged to consult their tax advisors about the potential application of the PFIC rules to an investment in the Class A ordinary shares.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our Class A ordinary shares and the proceeds from the sale, exchange or other disposition of Class A ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you establish that you are an exempt recipient. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the IRS.
Certain U.S. Holders are required to report their holdings of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds certain threshold amounts. The Class A ordinary shares are expected to constitute foreign financial assets subject to these requirements unless the Class A ordinary shares are held in an account at certain financial institutions. U.S. Holders are urged to consult their tax advisors regarding the application of these reporting requirements.
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PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)
The Class A ordinary shares offered by this prospectus are being offered by the Selling Shareholder, Roth Principal Investments, LLC. The shares may be sold or distributed from time to time by the Selling Shareholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Class A ordinary shares offered by this prospectus could be effected in one or more of the following methods:
| ● | ordinary brokers’ transactions; | |
| ● | transactions involving cross or block trades; | |
| ● | through brokers, dealers, or underwriters who may act solely as agents; | |
| ● | “at the market” into an existing market for our Class A ordinary shares; | |
| ● | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; | |
| ● | in privately negotiated transactions; or | |
| ● | any combination of the foregoing. |
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
Roth Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
Roth Principal Investments has informed us that it presently anticipates using, but is not required to use, Roth Capital Partners, LLC, a registered broker-dealer and FINRA member and an affiliate of Roth Principal Investments, as a broker to effectuate resales, if any, of our Class A ordinary shares that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered broker-dealers to effectuate resales, if any, of such Class A ordinary shares that it may acquire from us, although, as of the date of this prospectus, it does not anticipate engaging any such other registered broker-dealers. Such resales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer, including RCP, will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Roth Principal Investments has informed us that RCP, and any other broker-dealer it may engage to effectuate resales of our Class A ordinary shares on its behalf (as the case may be), may receive commissions from Roth Principal Investments for executing such resales for Roth Principal Investments and, if so, such commissions will not exceed customary brokerage commissions.
Roth Principal Investments is an affiliate of RCP, a registered broker-dealer and FINRA member, which will act as an executing broker that will effectuate resales of our Class A ordinary shares that may be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because Roth Principal Investments will receive all the net proceeds from such resales of our Class A ordinary shares made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly, we have engaged Compass Point, a registered broker-dealer and FINRA member, to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. We have agreed to reimburse Roth Principal Investments for the fees and expenses of Compass Point for up to $50,000 as consideration for Compass Point’s services in connection with acting as the qualified independent underwriter in this offering. Compass Point will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5110, such cash fee to be paid to Compass Point for acting as the qualified independent underwriter in this offering, is deemed to be underwriting compensation in connection with sales of our Class A ordinary shares by Roth Principal Investments to the public. In accordance with FINRA Rule 5121, RCP is not permitted to sell our Class A ordinary shares in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
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Except as set forth above, we know of no existing arrangements between the Selling Shareholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the Class A ordinary shares offered by this prospectus.
Brokers, dealers, underwriters or agents participating in the distribution of the Class A ordinary shares offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Shareholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of Class A ordinary shares sold by the Selling Shareholder may be less than or in excess of customary commissions. Neither we nor the Selling Shareholder can presently estimate the amount of compensation that any agent will receive from any purchasers of Class A ordinary shares sold by the Selling Shareholder.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Shareholder, including with respect to any compensation paid or payable by the Selling Shareholder to any brokers, dealers, underwriters or agents that participate in the distribution of such shares by the Selling Shareholder, and any other related information required to be disclosed under the Securities Act.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the Class A ordinary shares by the Selling Shareholder covered by this prospectus. We estimate that the total expenses for the offering will be approximately $320,000.
As consideration for its irrevocable commitment to purchase our Class A ordinary shares at our direction under the Purchase Agreement, we agreed to pay to Roth Principal Investments a cash commitment fee in the amount of $500,000, which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total dollar amount purchase commitment under the Purchase Agreement. The $500,000 cash commitment fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate Purchase Price payable by Roth Principal Investments to us in connection with each purchase of Class A ordinary shares effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire cash commitment fee payable to Roth Principal Investments pursuant to the Purchase Agreement. If, however, Roth Principal Investments has not held back from purchases of Class A ordinary shares it is required to make at our direction an aggregate cash amount of $500,000 at or prior to the time of the expiration or earlier termination of the Purchase Agreement, either because we have not elected to make sales of our Class A ordinary shares to Roth Principal Investments having an aggregate gross purchase price of at least $5,000,000 (sufficient to aggregate $500,000 of funds to Roth Principal Investments, holding back 10% of the purchase price for such Class A ordinary shares), if any, prior to such expiration or termination of the Purchase Agreement, unless we terminate the Purchase Agreement within 90 days following the signing date of the Purchase Agreement, we are not required to pay the balance of any portion of the cash commitment fee that has not been so withheld by Roth Principal Investments from purchases effected under the Purchase Agreement. If we do terminate the Purchase Agreement within 90 days following the signing date of the Purchase Agreement, we are required to pay the balance of any portion of the cash commitment fee that has not been so withheld by Roth Principal Investments from purchases effected under the Purchase Agreement. However, if we do not terminate the Purchase Agreement within 90 days following the signing date of the Purchase Agreement, Roth Principal Investments would be entitled to receive only such portion (if any) of the cash commitment fee it had withheld from any purchases effected by us before the expiration or earlier termination of the Purchase Agreement, and Roth Principal Investments would not be entitled to receive any further cash payments from us in respect of the cash commitment fee. In accordance with FINRA Rule 5110, the $500,000 cash commitment fee is deemed to be underwriting compensation in connection with sales of our Class A ordinary shares by Roth Principal Investments to the public.
In addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $75,000 upon our execution of the Purchase Agreement and the Registration Rights Agreement, as well as the Additional Investor Legal Fee Reimbursement Amount of up to $7,500 either semi-annually (or per fiscal quarter, if the Company files financial information with the SEC on a quarterly basis), in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement. In accordance with FINRA Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our Class A ordinary shares by Roth Principal Investments to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed discount to current market prices of our Class A ordinary shares reflected in the purchase prices payable by Roth Principal Investments for our Class A ordinary shares that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement, and the 5.0% fixed discount to current market prices of our Class A ordinary shares reflected in the purchase prices payable by Roth Principal Investments for our Class A ordinary shares that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, in each case are deemed to be underwriting compensation in connection with sales of our Class A ordinary shares by Roth Principal Investments to the public.
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We also have agreed to indemnify Roth Principal Investments and certain other persons against certain liabilities in connection with the offering of Class A ordinary shares offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Roth Principal Investments has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Roth Principal Investments specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.
Roth Principal Investments has represented to us that at no time prior to the date of the Purchase Agreement has Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, engaged in or effected, in any manner whatsoever, directly or indirectly, for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Class A ordinary shares or any hedging transaction, which establishes a net short position with respect to our Class A ordinary shares that remained in effect as of the date of the Purchase Agreement. Roth Principal Investments has agreed that during the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, any of the foregoing transactions either for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments.
We have advised the Selling Shareholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the earliest to occur of certain events specified in the Purchase Agreement, including (i) on the first day of the month next following the 36-month anniversary of the Commencement Date and (ii) the date on which Roth Principal Investments shall have purchased all Class A ordinary shares having an aggregate purchase price equal to the aggregate commitment amount pursuant to the Purchase Agreement.
Our Class A ordinary shares are currently listed on Nasdaq under the symbol “WSHP”.
RCP, an affiliate of Roth Principal Investments, has provided, currently provides and/or from time to time in the future may provide various investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and Registration Rights Agreement and the offering of shares for resale by Roth Principal Investments to which this prospectus relates, for which investment banking and other financial services RCP has received and may continue to receive customary fees, commissions and other compensation from us, aside from any discounts, fees and other compensation that Roth Principal Investments and RCP have received and may receive in connection with the transactions contemplated by the Purchase Agreement, including (i) the $500,000 cash commitment fee we have agreed to pay or cause to be paid to Roth Principal Investments, in each case as consideration for its irrevocable commitment to purchase Class A ordinary shares from us at our direction under the Purchase Agreement, (ii) the 3.0% fixed discount to current market prices of our Class A ordinary shares reflected in the purchase prices payable by Roth Principal Investments for our Class A ordinary shares that we may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement, (iii) the 5.0% fixed discount to current market prices of our Class A ordinary shares reflected in the purchase prices payable by Roth Principal Investments for our Class A ordinary shares that we may require it to purchase from us from time to time in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, (iv) our reimbursement of Roth Principal Investments’ legal fees up to $165,000 in the aggregate ($75,000 for the execution of the Purchase Agreement and $7,500 either semi-annually, or per fiscal quarter if the Company files financial information with the SEC on a quarterly basis, for the maximum three-year term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, and (iv) any customary brokerage commissions that may be received by RCP from Roth Principal Investments for executing resales of our Class A ordinary shares purchased or acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering.
The total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, will not exceed 8.0% of the maximum aggregate offering price of all Class A ordinary shares that may be resold by Roth Principal Investments to the public through this prospectus. Accordingly, the total amount of any specific item of underwriting compensation described herein that may be received by any participating FINRA member in connection with this offering shall, in each case, be subject to the limitation on the total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, described in the immediately preceding sentence.
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Set forth below is an itemization of the total expenses which are expected to be incurred in connection with the offering of Class A ordinary shares. With the exception of the registration fee payable to the SEC and the filing fee payable to FINRA, all amounts are estimates. We will pay all of the expenses of this offering.
| Amount To Be Paid | ||||
| Printing and engraving expenses | $ | 1,000 | ||
| SEC Filing Fee | 5,000 | |||
| FINRA Filing Fee | 5,000 | |||
| Auditor’s fees | 65,000 | |||
| Legal fees and expenses | 189,000 | |||
| QIU Fee | 50,000 | |||
| Miscellaneous fees and expenses | 5,000 | |||
| Total | $ | 320,000 | ||
Certain legal matters with respect to British Virgin Islands law in connection with this offering are being passed upon for us by Harney Westwood & Riegels (BVI) LP.
The consolidated financial statements of WeShop Holdings Limited as of December 31, 2025 and 2024 and for each of the two years in the period ended December 31, 2025 incorporated in this prospectus by reference to WeShop Holdings Limited’s Annual Report on Form 20-F for the year ended December 31, 2025, have been audited by Withum Smith+Brown, PC, an independent registered public accounting firm, as stated in their report (which contains an explanatory paragraph relating to the restatement of the previously issued consolidated financial statements) appearing in such Annual Report on Form 20-F for the year ended December 31, 2025. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing. The current address of Withum Smith+Brown, PC is 1411 Broadway, 9th Floor, New York, New York 10018-3496.
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
We are a British Virgin Islands business company limited by shares and our registered office is c/o CCS Trustees Limited, Mandar House, 3rd Floor, P.O. Box 2196, Johnson’s Ghut, Tortola, VG 1110, British Virgin Islands and our executive office is located outside of the United States in Hawk House, 22 The Esplanade, Jersey, JE1 1HH, Channel Islands.
Most of our directors and officers and those of our subsidiaries are residents of countries other than the United States. Substantially all of our and our subsidiaries’ assets and a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult or impossible for United States investors to effect service of process within the United States upon us, our directors or officers, our subsidiaries or to realize against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
In addition, there is uncertainty as to whether the courts of the British Virgin Islands would (1) recognize or enforce against us, or our directors or our officers, judgments of courts of the United States based on civil liability provisions of applicable U.S. federal and state securities laws; or (2) impose liabilities against us or our directors and officers in original actions brought in the British Virgin Islands, based on these laws.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement (including any amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the Class A ordinary shares. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement and the exhibits, schedules and amendments to the registration statement. Certain information with respect to us and our Class A ordinary shares is omitted and you should refer to the registration statement and its exhibits for that information. With respect to references made in this prospectus to any contract or other document of WeShop Holdings Limited such references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, together.
Upon completion of this offering of Class A ordinary shares, we will be subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and members of our Board and principal shareholders will be exempt from short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We maintain a corporate website at https://we.shop. The information contained on, or accessible from, or hyperlinked to our website is not a part of this prospectus and you should not consider information on our website to be part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We are allowed to incorporate by reference information into this prospectus, which means that we can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information superseded by information that is included directly in this prospectus. We incorporate by reference the following documents or information that we have filed with the SEC:
| ● | Our Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 30, 2026 and amended on September 28, 2026; and | |
| ● | Our Reports on Form 6-K, filed with the SEC on June 17, 2026, July 13, 2026, August 24, 2026 and September 28, 2026. |
The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in
this prospectus.
As you read the above reports and the exhibits thereto, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein or filed as an exhibit of the registration statement of which this prospectus forms a part.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings or exhibits thereto, at no cost, upon written or oral request to us at the following address:
WeShop Holdings Limited
Hawk House, 22 Esplanade, JE1 1HH,
Jersey, Channel Islands
+44 (808) 196-8324
Attn: Maria Weaver, Chief Executive Officer
You also may access the incorporated reports, and exhibits included in such reports, above on our website at https://investors.we.shop. The information contained on, or that can be accessed through, our website is not part of this prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.
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Through and including [ ], 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.
Up to 6,000,000 Class A Ordinary Shares
PRELIMINARY PROSPECTUS
, 2026
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6. Indemnification of Directors and Officers
The Articles provide that, subject to certain limitations, the Company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity is only permitted under the BVI Act and the Articles if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that their conduct was unlawful, is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that their conduct was unlawful.
The Company will enter into agreements with its officers and directors to provide contractual indemnification in addition to the indemnification provided for in the Articles. The Articles will also permit the Company to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the Articles. The Company has purchased a policy of directors’ and officers’ liability insurance that insures the Company’s officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures the Company against its obligations to indemnify the Company’s officers and directors.
These provisions may discourage shareholders from bringing a lawsuit against the Company’s directors for breach of their statutory or fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit the Company and the shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the Company pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
The Company believes that these provisions, the insurance and the indemnity agreements are reasonable and necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities
Set forth below is information regarding shares we issued in the past three years and which were not registered under the Securities Act.
| ● | On July 4, 2024, the registrant transferred an aggregate of 6,648,584 ordinary shares to Max Capital Limited at an approximate aggregate purchase price of £28,515,776 or approximately £4.29 per share. |
| ● | On March 21, 2024, the registrant sold an aggregate of 12,000 ordinary shares at a purchase price of £5.06 per share, for an approximate aggregate purchase price of £60,750. |
These sales were exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act.
| II-1 |
Item 8. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this registration statement:
| * | Previously filed |
| # | Indicates management contract or compensatory plan |
| II-2 |
Item 9. Undertakings
The undersigned hereby undertakes:
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act, as amended, or the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements: and | |
| (5) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| II-3 |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Channel Island of Jersey, on September 28, 2026.
| WeShop Holdings Limited | ||
| By: | /s/ Maria Weaver | |
| Name: | Maria Weaver | |
| Title: | Chief Executive Officer and Director | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Maria Weaver and Johnny Hickling his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including pre- and post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Name | Title | Date | ||
| /s/ Maria Weaver | ||||
| Maria Weaver | Chief Executive Officer (principal executive officer and Director) | September 28, 2026 | ||
| /s/ Johnny Hickling | ||||
| Johnny Hickling | Chief Financial Officer (principal financial officer and Director) | September 28, 2026 | ||
| /s/ Matthew Behan | ||||
| Matthew Behan | Head of Finance (principal accounting officer) | September 28, 2026 | ||
| /s/ John Foley | ||||
| John Foley | Chairman of the Board | September 28, 2026 | ||
| /s. Paul Ellerbeck | ||||
| Paul Ellerbeck | Director | September 28, 2026 | ||
| /s/ Oliver Egerton-Vernon | ||||
| Oliver Egerton-Vernon | Director | September 28, 2026 | ||
| /s/ Paul Teasdale | ||||
| Paul Teasdale | Director | September 28, 2026 | ||
| /s/ Andrew Fearon | ||||
| Andrew Fearon | Director | September 28, 2026 | ||
| /s/ Oana Crisan | ||||
| Oana Crisan | Director | September 28, 2026 |
| II-4 |
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of WeShop Holdings Limited, has signed this registration statement or amendment thereto on September 28, 2026.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| II-5 |
Exhibit 5.1
Harney Westwood & Riegels (BVI) LP
Craigmuir Chambers, PO Box 71
Road Town, Tortola VG1110
British Virgin Islands
Tel: +1 284 494 2233
Fax: +1 284 494 3547
28 September 2026
george.weston@harneys.com
+1 284 852 4333
061318.0003/GYW/PKM
WESHOP HOLDINGS LIMITED
c/o CCS Trustees Limited
Mandar House, 3rd Floor
P.O. Box 2196
Johnson’s Ghut
Tortola, VG1110
British Virgin Islands
Dear WeShop Holdings Limited
WeShop Holdings Limited, Company No 2046056 (the Company)
We are lawyers qualified to practise in the British Virgin Islands and have been asked to provide this legal opinion to you with regard to the laws of the British Virgin Islands in relation to the issuance of up to US$25,000,000 of Class A ordinary shares in the Company (the Class A Ordinary Shares) by the Company to Roth Principal Investments, LLC pursuant to the Equity Purchase Agreement dated 9 September 2026 between the Company and Roth Principal Investments, LLC (the Purchase Agreement).
The Class A Ordinary Shares are being registered for resale by Roth Principal Investments, LLC pursuant to the Company’s Registration Statement on Form F-1 and accompanying prospectus (Prospectus) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (Registration Statement).
Where the context provides, capitalised terms defined in the Registration Statement shall have the same meanings when used in this opinion.
We are furnishing this opinion as Exhibit 5.1 and 23.2 to the Registration Statement.
For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) which are all the documents which we consider necessary and appropriate for the matters set out in this legal opinion. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.
Anguilla | Bermuda | British Virgin Islands | Cayman Islands
Cyprus | Dubai | Hong Kong | Jersey | London | Luxembourg |
Shanghai | Singapore
harneys.com
Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the British Virgin Islands:
| 1. | The Company is a company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the British Virgin Islands. The Company is a separate legal entity and is subject to suit in its own name. | |
| 2. | The Class A Ordinary Shares, when issued and paid for in accordance with the terms and conditions of the Purchase Agreement, will be validly issued, fully paid and non-assessable. |
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Statement. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.
In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the Rules and Regulations of the Commission thereunder.
| Yours faithfully |
|
| Harney Westwood & Riegels (BVI) LP |
| 2 |
Schedule 1
List of Documents and Records Examined
| 1 | A copy of the Company’s certificate of continuation and the memorandum and articles of association of the Company dated 16 October 2020, as amended on 6 November 2025 (Memorandum and Articles) which our searches dated 28 September 2026 show have not been subsequently amended. |
| 2 | The records and information certified by CCS Trustees Limited, the registered agent of the Company, on 23 September 2026 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent’s Certificate). |
| 3 | The public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands 28 September 2026. |
| 4 | A certificate of good standing issued by the Registrar of Corporate Affairs with respect to the Company dated 10 August 2026. |
| 5 | The records of proceedings on file with, and available for inspection on 28 September 2026 at the High Court of Justice, British Virgin Islands. |
| 6 | Copies of the resolutions of the board of directors of the Company dated 31 August 2026 approving, amongst other things, the Company’s entry into the Purchase Agreement and the Registration Rights Agreement, and authorising the execution and delivery by the Company of the Transaction Documents and the issuance of the Class A Ordinary Shares pursuant to the Purchase Agreement (the Resolutions). |
(1 to 6 above are the Corporate Documents).
| 7 | The Registration Statement. |
| 8 | An executed copy of the Equity Purchase Agreement dated 9 September 2026 between the Company and Roth Principal Investments, LLC (the Purchase Agreement). |
| 9 | An executed copy of the Registration Rights Agreement dated 9 September 2026 between the Company and Roth Principal Investments, LLC (the Registration Rights Agreement). |
The Corporate Documents and the documents referred to at 7, 8 and 9 above are collectively referred to in this opinion as the Documents.
| 3 |
Schedule 2
Assumptions
| 1 | Directors. The board of directors of the Company considers the execution and delivery of the Purchase Agreement and the Registration Rights Agreement, the filing of the Registration Statement and the transactions contemplated thereby to be in the best interests of the Company and no director has a financial interest in or other relationship to a party or the transactions contemplated by the Purchase Agreement, the Registration Rights Agreement or the Registration Statement which has not been properly disclosed in the Resolutions. |
| 2 | Solvency. The Company was on the date of this opinion able to pay its debts as they became due, and the issuance of the Class A Ordinary Shares pursuant to the Purchase Agreement will not cause the Company to become unable to pay its debts as they fall due. |
| 3 | Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and the Registration Statement conforms in every material respect to the latest draft of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated. |
| 4 | Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete. The information recorded in the Registered Agent’s Certificate was accurate as at the date of the passing of the Resolutions. |
| 5 | Resolutions. The written Resolutions have been duly executed (and where executed by a corporate entity, such execution has been duly authorised if so required) by or on behalf of each director or shareholder (as the case may be), and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect. |
| 6 | Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents. |
| 4 |
Schedule 3
Qualifications
| 1 | Public Records. Records reviewed by us may not be complete for various reasons. In particular you should note that although amendments to the Memorandum and Articles of Association of a company are normally effective from the date of registration with the Registry of Corporate Affairs, it is possible for a British Virgin Islands court to order that they be treated as being effective from an earlier date, and searches would not reveal the amendments until the court order was subsequently filed and accordingly our searches would not indicate such issues. |
| 2 | Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement. |
| 3 | Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands, annual licence fees must be paid to the Registrar of Corporate Affairs. |
| 4 | Non-assessable. In this opinion the phrase non-assessable means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
| 5 | Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions as implemented under the laws of the British Virgin Islands. |
| 6 | Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the Economic Substance (Companies and Limited Partnerships) Act 2018. |
| 5 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated April 30, 2026, relating to the consolidated financial statements of WeShop Holdings Limited as of and for the years ended December 31, 2025 and 2024. We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
September 28, 2026