As filed with the U.S. Securities and Exchange Commission on October 17, 2025.

No. 333-290275

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

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)

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.

Christina M. Thomas

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. ☐

This registration statement shall hereinafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion

Preliminary Prospectus, dated October 17, 2025

PROSPECTUS

WeShop Holdings Limited

Class A Ordinary Shares

This prospectus relates to the registration of the resale of up to 3,980,128 Class A ordinary shares by our shareholders identified in this prospectus, or the Registered Shareholders, in connection with our direct listing, or the Direct Listing, on the Nasdaq Capital Market, or Nasdaq. Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not, elect to sell their Class A ordinary shares covered by this prospectus, as and to the extent they may determine. The Registered Shareholders may offer, sell or distribute all or a portion of the Class A ordinary shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. If the Registered Shareholders choose to sell their Class A ordinary shares, we will not receive any proceeds from the sale of Class A ordinary shares by the Registered Shareholders.

No public market for our Class A ordinary shares currently exists, and our Class A ordinary shares have a limited history of trading in private transactions. On March 21, 2024, we sold an aggregate, on a pre-consolidation basis, of the equivalent of 12,000 Class A ordinary shares to investors in a private placement, at a price of the equivalent of £5.06 per Class A ordinary share or approximately $6.40 at the spot rate of exchange on that date and, on a post-consolidation basis (after giving effect to our share consolidation to occur on October 22, 2025), the equivalent of 3,000 Class A ordinary shares, at a price of the equivalent of £20.24 per Class A ordinary share or approximately $25.40 at the spot rate of exchange on that date.

Recent purchase prices of our Class A ordinary shares in private transactions may have little or no relation to the opening public price of our Class A ordinary shares on Nasdaq or the subsequent trading price of our Class A ordinary shares on Nasdaq. Further, the listing of our Class A ordinary shares on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in our Class A ordinary shares and, consequently, the trading volume and price of our ordinary shares may be more volatile than if our Class A ordinary shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our Class A ordinary shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which ThinkEquity LLC, or the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our Class A ordinary shares are ready to trade, Nasdaq will confirm the Current Reference Price for our Class A ordinary shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our Class A ordinary shares on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our Class A ordinary shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor our Registered Shareholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our Class A ordinary shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 98 of this prospectus.

We have applied to list our Class A ordinary shares on Nasdaq under the symbol “WSHP.” We expect our Class A ordinary shares to begin trading on Nasdaq on or about November 10, 2025.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our Class A ordinary shares on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our Class A ordinary shares will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

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.”

Investing in our Class A ordinary shares involves a high degree of risk. See the “Risk Factors” section beginning on page 9 of this prospectus for the risks and uncertainties you should consider before investing in our Class A ordinary shares.

Neither the Securities and Exchange Commission 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                   , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the Registered Shareholders have 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. Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, shares of their Class A ordinary shares only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Class A ordinary shares. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: Neither we nor any of the Registered Shareholders have 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 by the Registered Shareholders and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form F-1 (the “Registration Statement”) that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration or continuous offering process. Under this shelf process, the Registered Shareholders may from time to time sell the Class A ordinary shares covered by this prospectus in the manner described in “Plan of Distribution.” 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.” 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus 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. Many of the forward-looking statements contained 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 titled “Risk Factors” in this prospectus. The forward-looking statements in this prospectus include, among others, statements regarding:

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements contained 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, 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.

PRESENTATION OF FINANCIAL INFORMATION

This prospectus includes the historical financial statements listed below:

Our financial information is presented in British pounds (‘pounds Sterling’, ‘Sterling’ or ‘£’), the lawful currency of the UK. In this annual report, references to ‘US Dollars’, ‘US$’ or ‘$’ are to the lawful currency of the United States of America (the “US” or “U.S.”). Solely for the convenience of the reader, this prospectus contains translations of certain pounds Sterling amounts into US Dollars at specified rates. These translations should not be construed as representations that the pounds Sterling amounts actually represent such US Dollar amounts or could be converted into US Dollars at the rate indicated or at any other rate. Unless otherwise stated, the translations of pounds Sterling into US Dollars have been made at the noon buying rate in New York City for cable transfers in pounds Sterling as certified for customs purposes by the Federal Reserve Bank of New York (the Noon Buying Rate) in effect on December 31, 2024. The Noon Buying Rate on December 31, 2024 differs from certain of the actual rates used in the preparation of the consolidated financial statements, which are expressed in pounds Sterling, and therefore US Dollar amounts appearing in this annual report may differ significantly from actual US Dollar amounts which were translated into pounds Sterling in the preparation of the consolidated financial statements in accordance with US GAAP.

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them. Additionally, unless otherwise noted, the share and per share information included in this prospectus reflects a reverse stock split of the outstanding ordinary shares of the Company at an assumed one-for-four ratio to occur on October 22, 2025.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

“WePoints,” “WeShop”, “WeShare”, “Shareback”, “This is How”, and other trademarks or service marks of WeShop appearing in this prospectus are the property of WeShop Holdings Limited or its subsidiaries. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply an endorsement or sponsorship of us by any other companies.

MARKET AND INDUSTRY DATA

This prospectus 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 “Risk Factors.” 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.

GLOSSARY OF TERMS

LETTER FROM OUR BOARD OF DIRECTORS

-WeShop Board of Directors

PROSPECTUS SUMMARY

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. For more information on the Founder Program, see “Business—Founder Program”. 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 transacted on the platform. The shares awarded to the referring user was 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 “Prospectus Summary—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.

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).

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 Plan 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 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.

● 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.

● 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 to be 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:

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.

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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—How We Generate Revenue.”

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.

Risks Associated with our Business and of 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 “Risk Factors” section. These risks include, but are not limited to, the following:

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.

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:

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 “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 “—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.”

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. 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.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial data as of December 31, 2024 and 2023 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. We have also included summary consolidated financial position information as of June 30, 2025 and June 30, 2024, which have been derived from the unaudited consolidated financial statements of the Company included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with US GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Consolidated Balance Sheets

As of December 31, 2024 and 2023

Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

Consolidated Statements of Operations

For the years ended December 31, 2024 and 2023

Consolidated Statements of Operations

For the six months ended June 30, 2025 and 2024 (Unaudited)

RISK FACTORS

An investment in our Class A ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, before deciding to invest in our Class A ordinary shares. Additional risks not known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Class A ordinary shares could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

Delays in effectiveness of our Shareback Form F-1 Registration Statement, and our ability to keep it effective, could materially adversely affect our U.S. expansion plans and business operations.

We cannot issue WePoints pursuant to the Shareback Plan until we have an effective registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”). There is a risk that our Shareback Form F-1 registration statement (the “Shareback F-1”), which will register the issuance of WePoints, may not become effective within our anticipated timeframe, or at all. The effectiveness of the Shareback F-1 is subject to review and comment by the SEC, and there can be no assurance as to when, or if, the Shareback F-1 will be declared effective. Any delay or failure in obtaining effectiveness of the Shareback F-1 could adversely affect our users’ ability to earn WePoints as planned or at all.

Furthermore, a significant part of our business strategy involves expanding our operations into the United States. If the effectiveness of the Shareback F-1 is delayed, our ability to execute this strategy and establish a presence in the U.S. market may be materially and adversely impacted. Such delays could result in missed business opportunities, loss of competitive advantage, and could negatively affect our financial condition and results of operations.

If we fail to grow the number of consumers and retailers that use our service, our financial results will suffer.

Our relationships with consumers and retailers are mutually dependent. We believe consumers will not use our service unless we offer extensive product listings from retailers and that retailers will not use our service unless consumers actively use it to purchase products from them. It is difficult to predict the degree to which consumers and retailers will use our service in the future. Consumers who dislike changes to our service may stop using it, and retailers who dislike the quality of lead referrals that we send to them may cease to use our service or reduce overall spending for our service. Additionally, retailer attrition or reductions in retailer spending could reduce the comprehensiveness of the listings presented on our service, which could lead to fewer consumers using our service. The top three relevant retailer listings that we display in our response to a consumer query in some product categories are selected based on the amount paid by these retailers to us. As a result, consumers may perceive our service to be less objective than those provided by other online shopping solutions. Failure to achieve and maintain a large and active base of consumers and retailers using our service could reduce our revenues and profitability.

We face intense competition.

Our businesses are rapidly evolving and intensely competitive, and we have many competitors across geographies, including cross-border competition, and in different industries, including physical, e-commerce, and omnichannel retail, e-commerce services, web and infrastructure computing services, electronic devices, digital content, advertising, grocery, and transportation and logistics services. Some of our current and potential competitors have greater resources, longer histories, more customers, and/or greater brand recognition, particularly with our newly launched products and services and in our newer geographic regions. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing.

Competition continues to intensify, including with the development of new business models and the entry of new and well-funded competitors, and as our competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive with our business. In addition, new and enhanced technologies, including search, web and infrastructure computing services, digital content, and electronic devices continue to increase our competition. The Internet facilitates competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser-known businesses to compete against us. As a result of competition, our product and service offerings may not be successful, we may fail to gain or may lose business, and we may be required to increase our spending or lower prices, any of which could materially reduce our sales and profits.

The loss of a significant number of retailers could harm our business by reducing our revenues and by making our service less attractive to users.

Although retailers enter into contracts with us through the affiliate networks, when they enroll in our service, they are not required to pay us any minimum amounts, or to list a minimum number of products. If a large number of our retailers were to cancel or significantly reduce the number of their product listings, the quality of the shopping experience we offer consumers would decline, leading to a reduction in the number of consumers using our service, harming our business and financial results.

We depend on affiliate networks to maintain relationships with retailers. In 2024, two affiliate network agreements accounted for more than 70% of our revenue. These agreements were executed with Awin AG and Impact Tech, Inc. Our revenues could decline and our business may suffer if either of these affiliate networks were to lose their retailers, have a decrease in the commissions paid to them by their retailers, or voluntarily terminate their agreements with us.

Spending to develop and maintain the WeShop brand is costly and does not assure future revenues.

Many competing online shopping services have well-established brands. If we do not build brand recognition and loyalty with consumers and retailers quickly, we may lose the opportunity to build the large base of loyal consumers and retailers that we believe is essential to our success. In 2022, we launched our new website, https://we.shop, and we have had only a short time to develop recognition of the WeShop brand. We may make significant expenditures for similar promotions in the future, but we have not yet determined the timing or amount of future expenditures. There is no guarantee that this strategy will increase the recognition of our brand. In addition, even if our brand recognition increases, this may not result in increased use of our service or higher revenues.

We depend on search engines to attract a substantial portion of the consumers who visit our service, and losing these consumers would adversely affect our revenues and financial results.

Many consumers access our service by clicking through on search results displayed by search engines, such as Google. Search engines typically provide two types of search results, algorithmic listings and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract and direct a substantial portion of consumers to our service. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. When search engines on which we rely for algorithmic listings modify their algorithms, this has, on occasion, resulted in fewer consumers clicking through to our website, requiring us to resort to other costly resources to replace this traffic, which, in turn, reduces our operating and net income or our revenues, which harms our business. If one or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenues could decline and our business may suffer.

If WeShop users cease to provide us with reviews or remove their content from our service, the number of consumers using our service and our revenues could decline.

Our service contains a significant amount of User-Generated Content, primarily reviews of products, services and retailers. WeShop users may modify or remove their content from our service at any time, and some have done so in the past. A small number of users have produced a substantial portion of the WeShop content. If a large amount of content were to be removed from our service, it could lower the value of our service to consumers and harm our business. In addition, though we provide tools to allow users to rate the helpfulness of reviews, we do not approve, edit or modify any User-Generated Content on our service. WeShop users have, in the past, submitted profane or other undesirable content, which could offend our consumers or retailers. If WeShop users cease authoring reviews or if the quality of their reviews deteriorates, the number of consumers using our service could decline, which could result in a decrease in revenues, adversely impacting our results of operations.

Our plans for international expansion could fail as a result of risks associated with international operations.

Our consumers and retailers are located in the United Kingdom. International expansion, especially in the United States, is a key element of our strategy, but we have limited experience developing or customizing our service to conform to currencies, languages, cultures, standards and regulations outside the United Kingdom. We have operated a website in the United Kingdom since June 2022.

Expanding our international operations will require management attention and resources and will engage us in competition with local companies that are better established and more familiar with the preferences of consumers and retailers in those markets than we are. In addition, the risks we will face in expanding our business internationally include:

Any of these risks could have a material adverse effect on our international operations and could affect the profitability of those operations or even cause their total failure, resulting in the loss of our investment. In such events, our business, results of operations, financial condition and liquidity would suffer.

Capacity constraints and system failures or security breaches could prevent access to our service, which could affect our revenues and harm our reputation.

Our service goals of performance, reliability and availability require that we have adequate capacity in our computer systems to cope with the volume of visits to our websites. As our operations grow in size and scope, we will need to improve and upgrade our systems and infrastructure to offer consumers and retailers enhanced services, capacity, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources before the volume of our business increases, with no assurance that our revenues will increase.

If our systems are not expanded in a timely manner to cope with increased website traffic, we could experience disruptions in service, slower response times, lower consumer and retailer satisfaction, and delays in the introduction of new products and services. Any of these problems could impair our reputation and cause our revenues to decline.

Our ability to provide high-quality service depends on the efficient and uninterrupted operation of our computer and communications systems. Our service has experienced system interruptions from time to time and could experience periodic system interruptions in the future. Our systems and operations also are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, design defects, vandalism, denial-of-service attacks and similar events. Our business interruption insurance may not adequately compensate us for losses that may occur. Any system failure that causes an interruption in service or decreases the responsiveness of our service could impair our reputation and cause our revenues to decline.

We may not be able to hire and retain the personnel we need to support and expand our business, which could cause our business to shrink, or slow any expansion.

Our future success depends on our ability to identify, hire, train, retain and motivate highly-skilled executive, technical, sales, marketing and business development personnel. Our existing key personnel include all of our executive officers and management team. The loss of any member of this team could disrupt our operations until a suitable replacement is found. Competition for highly-skilled personnel is intense in the technology and Internet markets. The process of locating, training and successfully integrating highly-skilled personnel into our operations can be lengthy and expensive. If we fail to attract, integrate and retain highly-skilled personnel, our ability to support, expand and manage our business could suffer.

We may be subject to costly litigation arising out of information presented on or collected in connection with our service, and the litigation could have a material adverse effect on our business if decided adversely.

Claims could be made against us under U.S. and foreign law for defamation, libel, invasion of privacy, deceptive or unfair practices, fraud, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated through our service or based on our collection and use of information. The law relating to the liability of online companies for information carried on, disseminated through or collected by their services is currently unsettled. Our service includes consumer-generated reviews from our WeShop website, which includes information regarding the quality of goods, and the reliability of retailers that sell those goods. Similar claims could be made against us for that content. We may be required to reduce exposure to liability for information disseminated through our service, which could require substantial expenditures and discontinuation of some service offerings. Any such response could materially increase our expenses or reduce our revenues. Our liability insurance may not be adequate to indemnify us if we become liable for information disseminated through our service. Any costs incurred as a result of such liability that are not covered by insurance could reduce our profitability or cause us to sustain losses, which could have a material adverse effect on our business, results of operations, financial condition and liquidity. We may also be subject to claims or regulatory action arising out of the collection or dissemination of personal, non-public information of users of our service.

Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been involved in a wide variety of businesses. Such involvement has led to media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations could harm our reputation.

We may be subject to costly intellectual property litigation that could have a material adverse effect on our business if decided adversely.

We could face claims that we have infringed the patent, trademark, copyright or other intellectual property rights of others. From time to time, we receive such claims and we are ordinarily involved in litigation over such claims. Intellectual property litigation is often extremely costly, unpredictable and disruptive to business operations. It may not be possible to obtain or maintain insurance covering these risks. Any adverse decision, including an injunction or damage award entered against us, could subject us to significant liabilities, require us to seek to obtain licenses from others, make changes to our brand, prevent us from operating our business, or cause severe disruptions to our operations or the markets in which we compete. Any of these developments could harm our reputation, our business and our results of operations.

We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, we may lose valuable assets.

Our business depends on our intellectual property, including internally-developed technology and data resources and brand identification by the public, which we attempt to protect through a combination of copyright, trade secret, patent and trademark law and contractual restrictions, such as confidentiality and proprietary rights agreements. We also depend on our trade names and domain names. We have no patents. Applications we have filed for patent and other intellectual property registration may not result in the issuance of patents, registered trademarks, service marks or other intellectual property registrations. In particular, if we are not able to maintain the registered trademark for the name WeShop, and as a result are not able to protect our brand, our business could suffer from possible confusion among consumers and retailers, among other things. In addition, our use of unregistered trade names and service marks may not protect us from the use of similar marks by third parties. Intellectual property laws vary from country to country, and it may be more difficult to protect and enforce our intellectual property rights in some foreign jurisdictions. We have had experiences with other companies using or planning to use a name similar to ours as part of a company name, domain name, trademark or service mark. In the future, we may need to litigate in the United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others. This litigation would be expensive and would likely divert the attention of our management.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our service, technology and other intellectual property, and we cannot be certain that the steps we have taken will prevent any misappropriation or confusion among consumers and retailers, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, then we may not realize the full value of these assets, and our business may suffer.

We may be unable to protect our Internet domain names, which could decrease the value of our brand.

We have the right to use domain names for website destinations that we use in our business. If we are unable to protect our rights in these domain names, our competitors could capitalize on our brand recognition by using these domain names for their own benefit. Domain names similar to https://we.shop have been registered in the United States and elsewhere. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear and varies from jurisdiction to jurisdiction. We may be unable to prevent third parties from acquiring domain names that infringe on, or otherwise decrease the value of, our brand, or our trademarks, service marks or other proprietary rights. Protecting and enforcing our intellectual property rights and determining the proprietary rights of others may require litigation, which could result in substantial costs and divert management attention. We may not prevail if litigation is initiated.

Exchange rate fluctuations between the U.S. Dollar and the British Pound may decrease our earnings.

Currently all of our revenues and our costs, including personnel and some marketing, facilities and other expenses, are incurred in British Pounds. Inflation in the United Kingdom may have the effect of increasing the U.S. Dollar cost of our operations in that country. If the U.S. Dollar declines in value in relation to one or more of these currencies, it will become more expensive for us to fund our operations in the countries that use those other currencies.

If we cannot adequately manage any future growth, our results of operations will suffer.

We have experienced rapid growth in our operations, and our anticipated future growth, if such growth occurs at all, may place a significant strain on our managerial, operational and financial resources. We have made, and may continue to make, inadequate estimates for the costs and risks associated with our expansion, and our systems, procedures and managerial controls may not be adequate to support our operations. Any delay in implementing, or transitioning to, new or enhanced systems, procedures or controls may adversely affect our ability to manage our product listings and record and report financial and management information on a timely and accurate basis. If we are unable to manage any such expansion successfully, our revenues may not grow, our expenses may increase and our results of operations may be adversely affected.

Our expansion places a significant strain on our management, operational, financial, and other resources.

We plan to rapidly and significantly expand our global operations, including increasing our product and service offerings and scaling our infrastructure to support our retail and services businesses. The complexity of the current scale of our business can place significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions, and our expansion increases these factors. Failure to manage growth effectively could damage our reputation, limit our growth, and negatively affect our operating results.

The loss of key senior management personnel or the failure to hire and retain highly skilled and other personnel could negatively affect our business.

We depend on our senior management and other key personnel, including our Chairman and CEO. We do not have “key person” life insurance policies. We also rely on other highly skilled personnel. Competition for qualified personnel in the industries in which we operate, as well as senior management, has historically been intense. For example, we experience significant competition in the technology industry, particularly for software engineers, computer scientists, and other technical staff. In addition, changes we make to our current and future work environments may not meet the needs or expectations of our employees or may be perceived as less favorable compared to other companies’ policies, which could negatively impact our ability to hire and retain qualified personnel. The loss of any of our executive officers or other key employees, the failure to successfully transition key roles, or the inability to hire, train, retain, and manage qualified personnel, could harm our business.

We are also subject to labor union efforts to organize groups of our employees from time to time. These organizational efforts, if successful, decrease our operational flexibility, which could adversely affect our operating efficiency. In addition, our response to any organizational efforts could be perceived negatively and harm our business and reputation.

Our business is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, content, competition, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

We will be subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, taxation, economic or other trade prohibitions or sanctions, anti-corruption law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.

These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. For example, regulatory or legislative actions affecting the manner in which we display content to our users or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which we provide our services or adversely affect our financial results.

We are also subject to laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including data shared between the UK and United States. For example, the UK passed the UK Extension to the EU-U.S. Data Privacy Framework (DPF) which allows transfer of data between the UK and the United States for certified organizations. If we are not able to become and remain a certified organization under the DPF, we may be subject to additional restrictions that could make it infeasible to transfer data between the UK and the United States. If we are unable to transfer data between the UK and United States, or if we are restricted from sharing data among our products and services, it could affect the manner in which we provide our services or our ability to target ads, which could adversely affect our financial results.

Proposed or new legislation and regulations could also significantly affect our business. For example, the UK passed the Data Protection Act (DPA) in 2018 which incorporates the principles and requirements of the General Data Protection Regulation. The DPA applies to all of our products and services used by people in the UK. The DPA includes operational requirements for companies that receive or process personal data of residents of the UK that are different from those previously in place in the UK. Further changes to UK data privacy laws could affect the manner in which we provide our services or adversely affect our financial results.

We identified material weaknesses for the years ended December 31, 2024, 2023, and 2022 and we may identify material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. If we identify material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results, or report them within the timeframes required by law or stock exchange regulations. Under Section 404 of the Sarbanes-Oxley Act, we will be required to evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report as to internal control over financial reporting. Failure to maintain effective internal control over financial reporting also could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. In connection with the audit of our financials for the years ended December 31, 2024, 2023, and 2022, we identified certain deficiencies in internal controls that are considered to be material weaknesses. These material weaknesses contributed to the restatement of our 2023 consolidated financial statements. We cannot assure you that these existing material weaknesses will be remediated or that additional material weaknesses will not exist or otherwise be discovered, any of which could materially adversely affect our business, operating results, and financial condition.

Macroeconomic conditions relating to retail business could adversely affect our operations.

Demand for products and services on our platform can fluctuate significantly due to many macroeconomic conditions, including recessionary fears or rising inflation and rising interest rates, supply chain and labor disruptions, geopolitical risks, and market uncertainty natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), or geopolitical events. If too many users access our platform within a short period of time due to increased demand, we may experience system interruptions that make our platform unavailable, which may reduce the volume of goods we offer or sell and the attractiveness of the products and services offered on our platform.

The rapid evolution of our industry makes it difficult for investors to evaluate our business prospects and may result in significant declines in our share price.

Our service has been available in the United Kingdom since 2022. Since that time, Internet commerce has continued to grow rapidly, and consumer usage patterns have continually evolved. Many businesses related to Internet commerce have failed, and many new rewards-shopping services have been introduced and some have failed. Because Internet commerce is a competitive industry, we have made frequent changes in our websites and other aspects of our business operations. Some of the special risks we face in our rapidly-evolving industry are:

If we are unable to meet these risks and difficulties as we encounter them, our business, financial condition, results of operations and liquidity may suffer.

Our financial results are likely to fluctuate significantly from quarter to quarter, which makes them difficult to predict and could result in significant variations in our share price.

Our quarterly financial results have fluctuated significantly in the past and are likely to fluctuate significantly in the future. As a result, you should not rely upon our quarterly financial results as indicators of future performance. Our financial results depend on numerous factors, many of which are outside of our control, including:

Many of our expenses are fixed in the short term and determined based on our investment plans and estimates of future revenues. We expect to incur significant new expenses in developing our technology and service offerings, as well as in advertising and promotion to attract and retain consumers and retailers, before generating associated revenues. We may be unable to adjust our expenditures quickly enough to compensate for any unexpected revenue shortfall. For these or other reasons, our financial results in future quarters may fall below the expectations of management or investors and the price of, and long-term demand for, our Class A ordinary shares could decline.

We typically generate a disproportionately high amount of our revenues in the fourth quarter of each year. If that seasonal pattern were to be disrupted for any reason, our revenues and financial results for that year could be harmed, resulting in a decline in our share price.

We may incur losses in future periods, which could reduce investor confidence and cause our share price to decline.

We have had a history of losses since inception, and we may continue to incur losses. We expect to continue to increase our sales and marketing expenses, research and development expenses, and general and administrative expenses, and we cannot be certain that our revenues will continue to grow at the same pace, if at all. If our revenue growth does not continue, we may experience a loss in future periods, which could cause our share price to decline.

Risks Related to this Offering and Ownership of Our Class A Ordinary Shares

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of Class A ordinary shares. This listing of our Class A ordinary shares on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our Class A ordinary shares and uncertain trading volume, which may adversely affect your ability to sell any Class A ordinary shares that you may purchase.

Our Class A ordinary shares currently have no public market. An active trading market may not develop or continue to be liquid and the market price of our Class A ordinary shares may be volatile.

We expect our Class A ordinary shares to be listed and traded on Nasdaq. We are not currently publicly traded, and an active market for our Class A ordinary shares may not develop or be sustained after the listing, which could depress the market price of our Class A ordinary shares and could affect the ability of our shareholders to sell our Class A ordinary shares. In the absence of an active public trading market, investors may not be able to liquidate their investments in our Class A ordinary shares. An inactive market may also impair our ability to raise capital by selling our Class A ordinary shares, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our Class A ordinary shares as consideration.

In addition, we cannot predict the prices at which our Class A ordinary shares may trade on Nasdaq following the listing of our Class A ordinary shares, and the market price of our Class A ordinary shares may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our Class A ordinary shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our Class A ordinary shares are ready to trade, Nasdaq will confirm the Current Reference Price for our Class A ordinary shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our Class A ordinary shares on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. The Advisor will determine when our Class A ordinary shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold Class A ordinary shares to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our ordinary shares may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

In addition, because of our direct listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our Class A ordinary shares on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our Class A ordinary shares that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our Class A ordinary shares and an unsustainable trading price if the price of our Class A ordinary shares significantly rises upon listing and institutional investors believe our Class A ordinary shares is worth less than retail investors, in which case the price of our Class A ordinary shares may decline over time. Further, if the public price of our Class A ordinary shares is above the level that investors determine is reasonable for our Class A ordinary shares, some investors may attempt to short our Class A ordinary shares after trading begins, which would create additional downward pressure on the public price of our Class A ordinary shares. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our Class A ordinary shares and cause volatility in the trading price of our Class A ordinary shares.

The public price of our Class A ordinary shares following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Share prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our Class A ordinary shares shortly following the listing of our Class A ordinary shares on Nasdaq as a result of the supply and demand forces described above. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of Class A ordinary shares by our Registered Shareholders and other existing shareholders could cause our share price to decline.

We currently expect our Class A ordinary shares to be listed and traded on Nasdaq. While our Class A ordinary shares may be sold after our listing on Nasdaq by the Registered Shareholders pursuant to this prospectus or by our other existing shareholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their Class A ordinary shares and there may initially be a lack of supply of, or demand for, Class A ordinary shares on Nasdaq. As described herein, certain our Class A ordinary shares outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Shareholders and other existing shareholders will not sell all of their Class A ordinary shares, resulting in an oversupply of our Class A ordinary shares on Nasdaq. In the case of a lack of supply of our Class A ordinary shares, the trading price of our Class A ordinary shares may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our Class A ordinary shares if they are unable to purchase a block of our Class A ordinary shares in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient number of Class A ordinary shares at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Class A ordinary shares, the market for our Class A ordinary shares may be more volatile without the influence of long-term institutional investors holding significant amounts of our Class A ordinary shares. In the case of a lack of market demand for our Class A ordinary shares, the trading price of our Class A ordinary shares could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our Class A ordinary shares may not initially develop or be sustained, which could significantly depress the public price of our Class A ordinary shares and/or result in significant volatility, which could affect your ability to sell your Class A ordinary shares.

In addition to the dilutive effect on the voting power and value of our Class A ordinary shares, the foregoing structure of our capital shares may render our Class A ordinary shares ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of, and public sentiment regarding, our Class A ordinary shares or other securities.

You may be diluted by future issuances of preferred shares or additional Class A ordinary shares in connection with our Shareback Plan, incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our share price.

The issuance of Class A ordinary shares pursuant to the Shareback Plan will have an ongoing dilutive effect on our existing shareholders. If the WeShop Community Trust issues all of the ordinary shares held for the Shareback Plan, such shares will account for fifty percent of the issued and outstanding Class A ordinary shares (assuming no additional issuances of Class A ordinary shares). In addition, prior to the effectiveness of the registration statement of which this prospectus forms a part, we will adopt an amended and restated memorandum of association which will authorize us to issue Class A ordinary shares and options, rights, warrants and appreciation rights relating to our Class A ordinary shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of Class A ordinary shares in the future in connection with investments or acquisitions. We expect to continue to make grants under our 2022 Employee Share Option Plan, see “Management—Executive and Director Compensation”. Additionally, we may issue Class A ordinary shares in connection with our Performance Incentive Grants, see “Management—Executive and Director Compensation.” Any of these issuances could dilute our existing shareholders, and such dilution could be significant. For more information, see “Capitalization”. Moreover, such dilution could have a material adverse effect on the market price for our Class A ordinary shares.

The future issuance of shares of preferred shares with voting rights may adversely affect the voting power of the holders of our Class A ordinary shares, either by diluting the voting power of our Class A ordinary shares if the preferred shares vote together with the Class A ordinary shares as a single class, or by giving the holders of any such preferred shares the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our Class A ordinary shares.

Because we have no current plans to pay cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your Class A ordinary shares for a price greater than that which you paid for it.

We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Class A ordinary shares in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our Class A ordinary shares may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the Class A ordinary shares you purchase in this offering will be your sole source of gain for the foreseeable future.

Provisions in our amended and restated memorandum and articles of association 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.

Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include limitations on the ability of shareholders who own more than 15% of voting securities (which were acquired after the listing date) to effectuate a business combination, a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preferred shares, and the fact that only holders of our Class A ordinary shares are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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 Business Companies Act 2004, 2020 Edition (“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. This 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.

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.

These choice of forum provisions may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our ordinary shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions. The Securities Act provides that state courts and federal courts shall have concurrent jurisdiction over claims under the Securities Act, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our Class A ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

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 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.

It is possible that some investors will find our Class A ordinary shares less attractive as a result of the foregoing, which may result in a less active trading market for our Class A ordinary shares and higher volatility in our share price.

Our management and principal shareholders own a significant percentage of our outstanding ordinary shares and will be able to exert significant control over matters subject to shareholder approval.

As of October 7, 2025, our executive officers, directors and five percent or greater shareholders and their respective affiliates, beneficially own, in the aggregate, approximately 90% of our outstanding Class A ordinary shares on an as-converted basis. To the extent that the same group continue to own a significant percentage of our Class A ordinary shares following this offering, these shareholders, if they act together, will be able to control the management and affairs of our company and most matters requiring shareholder approval, including the election of directors, amendments of our organizational documents and approval of any merger, sale of substantially all our assets or other significant corporate transactions. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our Class A ordinary shares that you or other shareholders may feel are in your or their best interest as one of our shareholders.

If a United States person is treated as owning 10% or more of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our ordinary shares, such person may be treated as a “United States shareholder” with respect to us and each of our controlled foreign corporation (“CFC”) subsidiaries (if any). A United States shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.

Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether we are or any of our non-U.S. subsidiaries is treated as CFC or whether any investor is treated as a United States shareholder with respect to any such CFC or furnish to any United States shareholder information that may be necessary to comply with the above reporting and tax paying obligations. The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our Class A ordinary shares.

U.S. Holders of our Class A ordinary shares may suffer adverse consequences if we are treated as a passive foreign investment company.

We would be a passive foreign investment company (“PFIC”), for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended) (the “Code”); or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income.

If we are treated as a PFIC, adverse U.S. federal income tax consequences could apply to a U.S. Holder (as defined in the section titled “Material Income Tax Considerations—Material U.S. Federal Income Tax Considerations”) if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our Class A ordinary shares. U.S. Holders are urged to consult their tax advisors about the potential application of the PFIC rules to their investment in our Class A ordinary shares.

If we fail to meet with the Nasdaq continued listing standards, our Class A ordinary shares may be delisted, which would impair our ability to reward users via the Shareback Plan.

Pursuant to Nasdaq Listing Rules 5550(a) and 5550(b)(1), the Company must maintain at least $2.5 million in shareholders’ equity and have 500,000 publicly held shares, $1 million in publicly held securities, a minimum $1 bid price, 300 public holders, and two market makers. If we fail to comply with any of these requirements and fail to meet the criteria of another listing standard pursuant to Nasdaq Listing Rules 5550(a) and either 5550(b)(2) or 5550(b)(3), then we may be delisted from the Nasdaq Capital Market.

Any non-compliance may be costly, divert management’s time and attention, and could have a material adverse effect on our business, reputation, financing, and results of operation. A delisting could substantially decrease trading in the Class A ordinary shares, adversely affect the market liquidity of the Class A ordinary shares as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, materially adversely affect its ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. The market price of our Class A ordinary shares may decline further, and shareholders may lose some or all of their investment. If we are delisted, the Class A ordinary shares transferred from the WeShop Community Trust to our users pursuant to the Shareback Plan will be less attractive. This could force us to adopt a rewards program such as cash back, which may adversely affect our ability to attract and retain users and damage our business and results of operation.

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.

As a foreign private issuer, we are exempted from certain corporate governance requirements of Nasdaq. We are required to provide a brief description of the significant differences between our corporate governance practices and the Nasdaq corporate governance practices required to be followed by domestic U.S. companies listed on Nasdaq. The standards applicable to us are considerably different from the standards applied to domestic U.S. issuers. For instance, we are not required to:

We intend to continue to rely on these exemptions. As a result, holders of our Class A Ordinary Shares may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

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.

As a foreign private issuer in the United States, we are exempt from, among other things, the rules prescribing the furnishing and content of proxy statements under the Exchange Act. In addition, our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit and recovery provisions contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act. For example, in addition to annual reports with audited financial statements, domestic U.S. companies are required to file with the SEC quarterly reports that include interim financial statements reviewed by an independent registered public accounting firm and certified by the companies’ principal executive and financial officers. By contrast, as a foreign private issuer, we are not required to file such quarterly reports with the SEC or to provide quarterly certifications by our principal executive and financial officers. As a result, holders of our Class A Ordinary Shares may be afforded less protection than they would under the Exchange Act rules applicable to domestic U.S. companies.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

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 with respect to us will be made on June 30, 2026. In the future, we would lose our foreign private issuer status if more than 50% of our outstanding voting securities are directly or indirectly owned by U.S. residents and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

Risks Relating to Investing in a British Virgin Islands Company

We are a British Virgin Islands company and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are incorporated under the laws of the British Virgin Islands. Most of our assets are located outside the United States. Furthermore, most of our directors and officers and the experts named in this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the U.S. upon these persons or to enforce outside the U.S. judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult or impossible for an investor to bring an action in a British Virgin Islands court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the British Virgin Islands, courts in the British Virgin Islands will not automatically recognize and enforce a final judgment rendered by a U.S. court.

Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issued would be necessary, provided that in respect of the U.S. judgment:

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated in the British Virgin Islands.

We are a company incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against us or our directors or officers.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the BVI Act and the common law of the British Virgin Islands. Under our amended and restated memorandum and articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our amended and restated memorandum and articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the British Virgin Islands and subject to the exclusive jurisdiction of the British Virgin Islands courts, unless those rights or obligations do not relate to or arise out of their capacities as such. This exclusive jurisdiction may limit the shareholders’ ability to bring a claim against us in a jurisdiction that they consider favorable to them in disputes with us. In addition, it may be costlier for shareholders to present claims in the courts located in the British Virgin Islands, which could discourage such claims. Nevertheless, our shareholders will not be deemed to have waived their rights related to our compliance with U.S. federal securities laws and the rules and regulations thereunder applicable to foreign private issuers. Although there is doubt as to whether U.S. courts would enforce this provision in an action brought in the United States under U.S. securities laws, this provision could make enforcing judgments obtained outside the British Virgin Islands more difficult to enforce against our assets in the British Virgin Islands or jurisdictions that would apply British Virgin Islands law.

There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the British Virgin Islands regulations governing the securities of British Virgin Islands companies are not as extensive as those in effect in the United States, and the British Virgin Islands law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by us, our directors and officers or our principal shareholder than you would as a shareholder of a corporation incorporated in the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the statutory and fiduciary responsibilities of our directors to us under British Virgin Islands law are governed by the BVI Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived from English common law, and while the decisions of the English courts are of persuasive authority, they are not binding on a court in the British Virgin Islands. The rights of our shareholders and the statutory and fiduciary responsibilities of our directors under British Virgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in British Virgin Islands law for derivative actions to be brought in certain circumstances, such actions require the permission of a court in the British Virgin Islands and shareholders in British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.

The British Virgin Islands courts are also unlikely:

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by us, our board of directors, our management or our principal shareholder than they would as public shareholders of a U.S. company. For a discussion of certain differences between the provisions of the BVI Act, remedies available to shareholders and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Shares and Memorandum and Articles of Association––Differences in Corporate Law.”

We are required to comply with economic substance requirements in the British Virgin Islands.

The British Virgin Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (as amended, the “ESA”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin Islands tax resident companies which are engaged in certain “relevant activities,” which in our case applies for financial years from 2019 onwards.

At present, the activities which are conducted by us would constitute holding business. Although it is presently anticipated that the ESA will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation it may not be possible to ascertain the precise impact of any legislative changes or changes in official guidance on us. We are required to make an annual filing with the British Virgin Islands International Tax Authority confirming if we carried out any “relevant activities” during the preceding financial period and, if so, providing certain prescribed information.

If our activities change or if the scope of the “relevant activities” is changed by subsequent legislation, we may be required to increase our substance in the British Virgin Islands to satisfy such requirements, which could result in additional costs that could adversely affect our financial condition or results of operations. If we were required to satisfy economic substance requirements in the British Virgin Islands but failed to do so, we could face financial penalties, restriction or regulation of our business activities and/or may be struck off as a registered entity in the British Virgin Islands or liquidated.

USE OF PROCEEDS

Registered Shareholders may, or may not, elect to sell their Class A ordinary shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell their Class A ordinary shares covered by this prospectus, we will not receive any proceeds from any such sales of our Class A ordinary shares. See “Principal Shareholders” and “Registered Shareholders.”

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.

CAPITALIZATION

The table below sets forth our cash, cash equivalents, investments, indebtedness and our capitalization as of June 30, 2025:

(1) Such loan cannot be redeemed for payment for at least 365 days following the offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of WeShop should be read together with our audited consolidated financial statements and related notes as well as our unaudited interim consolidated financial statements and accompanying notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” Certain amounts may not foot due to rounding, and all figures presented are in thousands.

Company Overview

WeShop is a shoppable social network offering shoppers a loyalty program where they are given the ability to earn WePoints every time they make a purchase, or refer a new user that earns WePoints, which will eventually convert into ordinary shares in WeShop. WeShop earns revenues from commissions on the sales through the platform and advertising on the platform. 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. For more information on the Founder Program, see “Business—Founder Program”. 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 transacted on the platform. The ordinary shares awarded to the referring user was 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.

WeShop offers hundreds of millions of products from over 500 retailers in the United Kingdom including eBay, Expedia, Boots, ASOS, Selfridges and Marks & Spencer to its community daily. WeShop receives revenue from its affiliate network partners every time a user transacts successfully with one of the retailers. In preparation of a US launch of the platform, WeShop has partnered with affiliate networks that enable access to over 500 US retailers including Walgreens, Sams Club, Bloomingdales, Kitchen Aid, Samsung, StubHub and Best Buy.

In addition to shopping, the platform allows its users to recommend any of the hundreds of millions of products available to their friends and across the network by writing reviews and uploading their own content in picture or video format.

The Shareback Plan rewards users ultimately with actual ownership of the Company. The Shareback Plan will begin awarding WePoints, instead of Contingent Shares, upon WeShop’s listing in the U.S. Users will be able to earn WePoints for transacting or referring friends who transact on the platform. 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.

How We Generate Revenue

WeShop generates revenue through 2 channels:

Affiliate Revenues from Retailers: Every time a user purchases an item through WeShop, the retailer pays a commission to the respective affiliate networks who pays a percentage to WeShop. WeShop does not directly contract with any retailers. The commission WeShop receives for a given transaction depends on the percentage paid by the retailer to the affiliate network and the percentage paid by the affiliate network to WeShop. Both rates can vary based on the amount of the transaction, the timing of the transaction, the retailer or affiliate network, and, in some cases, the product category; for example, an online department store may pay a different commission rate to an affiliate network for clothing as opposed to electronics even though it is a single retailer. Timing is a factor because retailers occasionally offer increased commission rates to drive sales, and affiliate networks offer higher rates for publishers that transact in higher volumes—thus, WeShop could receive better rates from affiliate networks as its GMV increases. In addition to paying WeShop a percentage of the commission received from retailers, the affiliate networks also provide data to allow the WeShop Community Trust to transfer Class A ordinary shares to users pursuant to the Shareback Plan. Once a transaction has been verified, the affiliate networks inform WeShop, who informs the WeShop Community Trust, of each user’s earned WePoints. WeShop is integrated with major affiliate networks including Awin, Commission Junction, Rakuten and Impact Radius.

Advertising Revenues: WeShop offers the opportunity for retailers to position their brands and live click through links to their sites in prominent positions on our platform for which WeShop charges a digital tenancy paid via the affiliate networks. The affiliate networks then pay a percent of the digital tenancy fees to WeShop on a monthly or bi-monthly basis. During the Pilot, major retailers paid for tenancy including eBay, TEMU, Ali Express, TUI, Very, JustEat, Look Fantastic, Superdrug, Lastminute.com, Nike, Harvey Nichols and First Choice.

Annual Key Metrics and Financial Highlights

Key Financial and Operating Metrics

We review a number of metrics, including the key metrics discussed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Trends in User Metrics

New Users. New users are those that create an account on the WeShop platform. We were able to consistently grow our user base during the start of the Pilot before plateauing as we focused on our expansion into the United States. We assess both year over year and quarter over quarter growth quarterly in each period. The following chart represents the aggregate WeShop users over time since our inception in 2022.

User Activity. User activities include recommending a product, referring a friend, and making a purchase. Higher levels of user activity contribute to higher revenues and margins. Our user activities increased steadily during the Pilot before plateauing in 2024 as we focused on our US expansion.

Trends in Monetization Metrics

We monetize our business primarily through advertising and affiliate revenue from transactions made through our partnered affiliate networks.

Gross Market Value. We were able to achieve consistent growth in the gross market value of transactions completed on the WeShop platform during our Pilot.

Conversion Rates. WeShop was able to achieve Conversion Rates at 10x the industry standard for online retail according to “What’s a Good Average Ecommerce Conversion Rate in 2024?” from Shopify.com.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to supplement our consolidated financial statements, which are presented in accordance with U.S. GAAP, to evaluate our core operating performance. These non-GAAP financial measures include EBITDA and Adjusted EBITDA. We use these non-GAAP financial measures to facilitate reviews of our operational performance and as a basis for strategic planning. By excluding certain items that are non-recurring or not reflective of the performance of our normal course of business, we believe that EBITDA and Adjusted EBITDA provide meaningful supplemental information regarding our performance. Accordingly, we believe these non-GAAP financial measures are useful to investors and others because they allow investors to supplement their understanding of our financial trends and evaluate our ongoing and future performance in the same manner as management. However, there are a number of limitations related to the use of non-GAAP financial measures as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP measures. These non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with U.S. GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures. For a discussion of our non-GAAP financial measures, see “Selected Consolidated Financial Data—Non-GAAP Financial Measures”.

Key Factors Affecting our Performance

User Growth and Engagement

Launching in the United States could give us access to a new market of people who shop online, share product recommendations and hope to earn WePoints as part of the Shareback Plan. An internationalization plan allows access to new users and markets.

As we launch in international markets, we will wish to retain users in the markets in which we have already launched. This retention may well be enabled through new features on the platform to increase engagement or new product offerings, for example offering white label products such as insurance.

We believe that the transparency of being listed on the stock market will give our users confidence in the business to retain and refer more.

Growth in users is also impacted by external factors such as worldwide events, cultural trends, the global economy, and actions by external parties such as changes in internet search engine algorithms and dynamics.

Monetization

WeShop’s two revenue streams are affiliate revenues and advertising revenues. We believe we can increase the revenue rates based on volume of transactions for retailers. We also believe we can generate more advertising revenues by having more space available for advertisers and also more targeted campaigns as we have the data showing clear interests of what products are of interest through their Social Interactions.

We believe we have a significant opportunity to increase our revenues from existing customers, especially as we expand the products offered through the platform.

We have monetized our users from inception, and we now have a strong foundation on which to build our revenues.

International Expansion

We see a large opportunity to grow, from both an advertising perspective, an affiliate revenue perspective and from a user perspective, in geographies outside of the United Kingdom and in languages beyond English. Expanding in geographies outside of the United States will require increased costs related to hiring new employees (including expanding local sales organizations, if applicable), and providing machine translated content.

Product Innovation

We have continually invested in product innovation since inception and will continue to do so. As new technologies emerge in the artificial intelligence (AI) sector, we will research how these computing technologies can be utilized within the platform for the benefit of the users.

Our strategy in product innovation is always centered around generating additional revenue or decreasing existing costs and we will continue to maintain these two goals which ultimately benefit all shareholders.

Seasonality

We experience seasonality in our business and financial results. Overall advertising spend tends to be highest in the fourth quarter of each year due in large part to end-of-year advertiser spending and lowest in the third quarter of each year.

Continuing Impacts of Macroeconomic Conditions

The continuing impact from recent macroeconomic conditions including inflation and rising interest rates, supply chain and labor disruptions, geopolitical risks, and market uncertainty has created significant volatility, uncertainty, and economic disruption. It has adversely affected the broader economies, financial markets, and overall demand for advertising and online shopping. Since the continuing impact of these macroeconomic conditions on our results of operations and overall financial performance remains unpredictable, our past results may not be indicative of our future performance.

Given this uncertainty, we are unable to predict the extent and duration of the impact of these conditions on our employees, users and advertisers, or our business, results of operations, and financial condition.

For more information about the factors potentially impacting our performance, see “Risk Factors” elsewhere in this prospectus.

Components of Results of Operations

Net Revenues

Commissions: Our platform allows consumers to purchase a variety of products from multiple vendors. We earn revenue every time a customer makes a purchase from a retailer via our platform. We are not the seller of record in these transactions. The commissions revenue earned from these arrangements is recognized on a net basis, which equates to the commission and processing fees earned on each successful transaction. We do not take title to inventory sold or assume risk of loss at any point in time during the transaction.

Advertising services: We provide advertising services to our retail partners through programs such as sponsored ads and placement ads. Revenue is recognized as ads are delivered based on the number of clicks or impressions.

Cost of Sales

Cost of sales primarily consists of the share-based compensation for the Company’s Contingent Shares. The Company participates in a Shareback Plan. The purpose of the Shareback Plan is to reward account owners for their social and transactional activity on the WeShop platform by awarding the account owners a contingent entitlement to a Class A ordinary share based on the account owner’s performance and return window of product referral.

Operating Expenses

We classify our operating expenses into the following categories:

Results of Operations

The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The year-to-year comparison of financial results is not necessarily indicative of future results.

Six Months ended June 30, 2025 compared to year ended June 30, 2024 (Unaudited):

Net Revenues

For the six months ended June 30, 2025, the Company generated £0.3 million in total revenues compared to £0.8 million for the six months ended June 30, 2024, a decrease of approximately £0.5 million, or 63%. The reduction primarily reflects lower affiliate commission income during a transitional period following the completion of the U.K. proof-of-concept phase in late 2024 and the Company’s shift toward its planned U.S. launch.

Cost of Sales

For the six months ended June 30, 2025, cost of sales totaled £0.3 million compared to £2.2 million for the corresponding period in 2024, a decrease of £1.9 million (88%), due to significantly lower Shareback Contingent Share expense during the transition from the U.K. pilot toward the planned U.S. launch.

General and Administrative Expense

For the six months ended June 30, 2025, general and administrative expense was £2.2 million, compared to £1.7 million for the six months ended June 30, 2024, an increase of £0.5 million, 31%. The increase primarily reflects higher professional and advisory fees, including payments to the Company’s financial advisor, as well as increased legal and compliance costs and higher travel and related expenditure associated with the ongoing U.S. public listing process.

Sales and Marketing Expense

For the six months ended June 30, 2025, sales and marketing expense was £0.003 million, down from £0.2 million for the six months ended June 30, 2024, a decrease of £0.2 million. The decline reflects management’s decision to de-prioritize U.K. paid marketing and reallocate resources toward U.S. listing preparations.

Research and Development Expense

For the six months ended June 30, 2025, research and development expense was £0.27 million, compared to £0.12 million for the six months ended June 30, 2025, an increase of £0.16 million, or 136%. The increase was driven by higher consultancy fees related to the development and enhancement of the WeShop platform in the period.

Depreciation and Amortization

For the six months ended June 30, 2025, depreciation and amortization expense was £1.0 million, consistent with £1.0 million for the six months ended June 30, 2024.

Other income (expense), net

For the six months ended June 30, 2025, other income (expenses) was £0.03 million, compared to an expense of £0.03 million for the six months ended June 30, 2024.

Interest expense

For the six months ended June 30, 2025, interest expense was £0.36 million, compared to £0.50 million for the six months ended June 30, 2024, a decrease of £0.14 million, or 28%. The decrease primarily reflects lower average outstanding debt and the settlement of certain interest-bearing instruments during the latter half of 2024.

Year ended December 31, 2024 compared to year ended December 31, 2023 (As Restated)

Net Revenues

The Company earns revenue from commissions and advertising. The Company generated revenue of £1.3 million and £1.5 million for the years ended December 31, 2024 and 2023, respectively. The decrease of £0.2 million is mainly attributable to reduced spend on advertising by our affiliate network partners. We expect revenues to begin to increase as we expand into new markets such as the U.S.

Cost of Sales

Cost of sales decreased by £21.4 million, or 79%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease was primarily related to the Contingent Share compensation relating to the year.

General and Administrative Expense

General and administrative expense increased by £1.0 million, or 33%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was primarily due to increased travel and entertainment expenses of £0.2 million as well as increased professional fees of £0.8 million relating to legal and consulting fees in connection with becoming a U.S. public company.

Sales and Marketing Expense

Sales and marketing expense decreased by £29.9 million, or 99%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in sales and marketing expenses is mainly attributable to share-based compensation recognized in 2023 of £28.5 million for the issuance of shares to Max Capital Limited (“Max Capital”) for marketing services. See “Related Party Transactions—Consulting Agreement.”

Research and Development Expense

Research and development expense decreased by £0.3 million, or 55%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease in research and development expenses is mainly attributable to reduced fees paid to consultants for development of the WeShop platform.

Depreciation and Amortization

Depreciation and amortization increased by an immaterial amount in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was related to purchases of property and equipment.

Other income (expense), net

Other income (expenses) primarily relates to immaterial non-operating expenses incurred during the period.

Interest expense

Interest expense increased by £0.2 million, or 44%, in the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was related to notes that were entered into during 2024.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Adjusted EBITDA

The primary financial measure we use is Adjusted EBITDA. EBITDA is defined as net loss, before interest, taxes, depreciation, and amortization. We define Adjusted EBITDA as net loss excluding income tax provision, interest expense, depreciation and amortization, share-based compensation expense and other income (expense), net. Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based. We exclude the above items as some are non-cash in nature, and others are non-recurring that they may not be representative of normal operating results. This non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with GAAP.

The following table provides a reconciliation of net loss to adjusted EBITDA to net loss for the periods presented:

Liquidity and Capital Resources

During the six months ended June 30, 2025, we incurred a net loss of £4.0 million, compared to a net loss of £5.0 million for the six months ended June 30, 2024. As of June 30, 2025, we had an accumulated deficit of approximately £88.0 million, of which £62 million relates to inception-to-date non-cash share-based compensation expense. The year-over-year reduction in interim losses primarily reflects lower cost of sales driven by reduced transaction volumes following the completion of the U.K. proof-of-concept phase, together with the strategic reallocation of resources toward the planned U.S. market launch and Nasdaq listing.

During the years ended December 31, 2024 and 2023, we have incurred net losses of approximately £12.1 million and £61.4 million respectively, and had an accumulated deficit of approximately £84.1 million (of which approximately £61 million relates to inception to date noncash share-based compensation expense) as of December 31, 2024. We expect to continue to incur net losses as the Company continues to grow and scale its business.

Our future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing. While there can be no assurances, the Company may need to pursue issuances of additional equity raises and debt rounds of financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.

The Company has obtained a support letter from its current debt investor and affiliates, which provides that if the Company fails to (i) raise sufficient capital through rounds of financings, or (ii) secure sufficient operating cash to fund its operating expenses, the debt investor and affiliates, subject to such further conditions, and in a form to be mutually determined, would provide the Company funding and financial support necessary to pay for its operating expenses through the proposed public offering or for the twelve months from issuance of these consolidated financial statements.

The Company believes that as a result of resource reallocation initiatives, additional insider investments and financing, along with its existing cash and committed affiliated support, we will be able to fund operations and capital needs for at least the next year from the date these consolidated financial statements were issued.

Cash Flows

Operating Activities

Net cash used in operating activities was £2.0 million for the six months ended June 30, 2025, compared to £0.7 million for the six months ended June 30, 2024, representing an increase in cash outflows of £1.3 million. The increase primarily reflects lower revenues and reduced cash inflows from operating activities, together with higher general and administrative expenses associated with professional, legal, and advisory costs incurred in connection with the Company’s planned U.S. market launch and Nasdaq listing.

Net cash used in operating activities for the year ended December 31, 2024 was £2.2 million compared to £3.5 million for the year ended December 31, 2023, a decrease of £1.3 million. The decrease was primarily due to a change in accrued income of £1.3 million primarily driven by the timing of the Company’s revenue transactions and cash collections.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2024 was £5,930 compared to £30,743 for the year ended December 31, 2023. The decrease was immaterial and related primarily to the purchase of property and equipment.

Financing Activities

Over the six months to June 30, 2025, net cash provided by financing activities was £2.1 million, compared to £0.6 million for the six months ended June 30, 2024. The increase primarily reflects proceeds from the issuance of new convertible notes (£0.75 million) and related party notes (£1.25 million) issued to support ongoing operations and working capital requirements ahead of the planned Nasdaq listing. The notes issued in 2025 were issued pursuant to a loan instrument entered into on July 31, 2023, as amended on January 17, 2025.

Net cash provided by financing activities for the year ended December 31, 2024 was £2.1 million compared to £3.2 million for the year ended December 31, 2023, a decrease of $1.2 million. The decrease was due to a decrease of the issuance of convertible notes.

Off-Balance Sheet Arrangements

We did not have over the past three fiscal years, and we currently do not have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC. To the extent we have any contingent assets or liabilities, these have been captured within the accompanying consolidated financial statements.

Critical Accounting Estimates

General

The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and related notes and other disclosures included in this report.

Revenue Recognition

ASC 606, Revenue from Contracts with Customers, is a single standard for revenue recognition that applies to all of revenue arrangements and generally requires revenue to be recognized upon the transfer of control of promised goods or services provided to its customers, reflecting the amount of consideration it expects to receive for those goods or services. Pursuant to ASC 606, revenue is recognized upon the application of the following steps:

Substantially all of the Company’s performance obligations are satisfied at a point in time rather than over time.

Commissions: Our platform allows consumers to purchase a variety of products from multiple vendors. We earn revenue every time a customer makes a purchase from one of our retail partners via our platform. We are not the seller of record in these transactions. The commissions revenue earned from these arrangements is recognized on a net basis, which equates to the commission and processing fees earned on each successful transaction. We do not take title to inventory sold or assume risk of loss at any point in time during the transaction.

Advertising services: The Company provides advertising services to retail partners through digital tenancy on the application. Revenue is recognized as ads are delivered based on the number of clicks or impressions.

Payments are typically received within 30 to 90 days of the affiliates validating the sales and commissions. The Company can reasonably estimate the revenues and adjust for any cancelations/rejections in real time.

Contract Assets: A contract asset is an entity’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. Generally, an entity will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment.

Contract assets consist primarily of the accrued income based on completion of the sale or promotion of such sales, upon satisfaction of the contract obligations.

Intangible Assets

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 (“Asset Acquisition”). Intangible assets consist of the purchased technology that was acquired through the Asset Acquisition and are amortized on a straight-line basis over a useful life of ten years. In accordance with ASC 805, in an asset acquisition, measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Management determined that determining the fair value of the assets received would be a more reliable measure. The value of developed technology was determined using an income approach. Significant assumptions used in the third-party valuation were projected revenue growth rates, customer attrition rates, future Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) margins, future capital expenditures, synergies and appropriate discount rates.

The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the six months ended June 30, 2025 and 2024, and for the years ended December 31, 2024 and 2023.

Share-Based Compensation

As an incentive to key employees, non-employee directors and consultants, the Company periodically grants non-qualified share options.

Additionally, the Company participates in a Shareback Plan. The purpose of the Shareback Plan is to reward account owners for their transactional activity on the WeShop Platform by awarding the account owners, in the first instance, a contingent entitlement to a Class A ordinary share or such other class of share as the Company may designate from time to time based on the account owner’s performance and return window of product referral.

The Company recognizes share-based compensation in accordance with ASC 718, Compensation — Stock Compensation. ASC 718 requires the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments including share options, restricted share units and Contingent Shares.

The Company recognizes the fair value of share options granted to non-employees as a share-based compensation expense over the period in which the related services are received. The Company recognizes forfeitures as they occur. The Company believes that the estimated fair value of share options is more readily measurable than the fair value of the services rendered.

For Contingent Shares, expense is recognized immediately at the grant date of the award. As the shares automatically settle upon request of share certificate or withdrawal once the account owner has owned the Contingent Share for a period of 13 months from the date of issuance, this is considered a non-substantive service condition and the 13 months is deemed to be a delayed exercisability provision.

Share-Based Compensation Valuation Assumptions

The fair value of each share option and contingent shares are estimated on the date of grant using the Black- Scholes option pricing model that uses the assumptions noted in the following table. Share-based compensation expense related to share options are based on the fair value on the date of grant and is amortized over the vesting period, generally between one and four years. Share-based compensation expense related to Contingent Shares are based on the fair value on the date of grant immediately upon issuance (once the transaction is verified). Expected volatilities are based on historical pricing of guideline companies over the expected term. The expected term of share options granted is based on the contractual term given the exercise price as compared to the current estimated fair value of the shares. The risk-free rate for periods within the contractual life of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following weighted-average assumptions were used for grants issued during 2023 under the ASC No. 718 requirements:

The fair value of the ordinary shares was determined using an income approach, specifically a discounted cash flow method. The assumptions used in the discounted cash flow approach are based on historical and forecasted revenue, operating costs, working capital requirements, future economic conditions, discount rates and other relevant factors. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the Company and market conditions. These assumptions require significant judgement. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs.

The Company estimates forfeitures, based on historical activity, at the time of grant and revises if necessary in subsequent periods if actual forfeiture rates differ from those estimates.

Share-Based Compensation Valuation Assumptions

The fair value of each share option and contingent shares are estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Share-based compensation expense related to share options and contingent shares are based on the fair value on the date of grant and is amortized over the vesting period, generally between one to four years. Expected volatilities are based on historical pricing of guideline companies over the expected term. The expected term of share options granted is based on the contractual term given the exercise price as compared to the current estimated fair value of the shares. The risk-free rate for periods within the contractual life of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.

There were no grants in 2024.

Recent Accounting Pronouncements

A discussion of recent accounting pronouncements applicable to WeShop is described in Note 3, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements contained elsewhere in this prospectus.

Emerging Growth Company Status

WeShop is an emerging growth company as defined in the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. WeShop has elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, WeShop’s financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, WeShop intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, WeShop intends to rely on such exemptions, it is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

WeShop will remain an emerging growth company under the JOBS Act until the earliest of (i) the last day of its first fiscal year following the fifth anniversary of the closing of the IPO, (ii) the last date of our fiscal year in which it has total annual gross revenue of at least $1.235 billion, (iii) the date on which it is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the previous three-years.

Quantitative and Qualitative Disclosures About Market Risks

Foreign Exchange Risk

Not applicable

Interest Rate and Debt Risk

Not applicable

JOBS Act and Emerging Growth Company Status

In April 2012, the JOBS Act was enacted. The exemptions and reduced reporting requirements under the JOBS Act for emerging growth companies include presentation of only two years of audited financial statements in a registration statement for an initial public offering, an exemption from the requirement to provide an auditor’s report on internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. Additionally, 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. Such provisions are only applicable under U.S. GAAP. As a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required or permitted by the IASB. We will remain classified as an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering, (ii) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (iii) the date on which we have issued more than $1 billion of non-convertible debt securities during the previous three years, or (iv) the date on which we are deemed a large accelerated filer under the rules of the SEC, which means the first day of the year following the first year in which, as of the last business day of our most recently completed second fiscal quarter, the market value of our common equity that is held by non-affiliates exceeds $700 million.

BUSINESS

MISSION AND INTRODUCTION

Mission

WeShop’s mission is to create a global, e-commerce social community, empowered by 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 creation specific to products, online retail, and a dynamic rewards mechanism relevant to people interested in share ownership.

Introduction

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. For more information on the Founder Program, see “Business—Founder Program”. 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 transacted on the platform. The shares awarded to the referring user was 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 achieved the following results:

During the Pilot, WeShop also pioneered community programs such as “The Founder Program” allowing users to lead, educate and encourage their personal peer groups about WeShop via existing communication platforms. Even in its infancy, we experienced the power of community and the desire for people to be part of something and feel valued through ownership. The WeShop platform offers hundreds of millions of products from over 500 retailers in the UK to the WeShop community.

The listing of WeShop is essential to the actual launch of the platform in the United States so its community can be protected through the securities regulations of the United States and can trade Class A ordinary shares on a globally recognized technology exchange. This creates transparency, accountability, stringent corporate processes, reality of concept and a venue allowing users to sell Class A ordinary shares.

Industry Background

Born from a combination of accessible social media content, 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 to like-minded people.

According to PowerReviews.com (Survey: The Ever-Growing Power of Reviews (2023 Edition), 2023, PowerReviews.com), 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 Edelman.com (The Collapse of the Purchase Funnel: 2023 Edelman Trust Barometer Special Report, May 2023, Edelman.com), 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 according to the 2023 Edelman Trust Barometer. 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 6 months leading up to January 2023, almost 6 in 10 (57%) UK adults had accessed savings and investments, including pension savings, or they had stopped saving altogether according to the Financial Lives 2022 survey from FCA.org.uk. This is a worrying picture for the future of financial security. WeShop’s believes it can have an impact on the creation of generational wealth in 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 titled “54 Loyalty Program Statistics You Need to Know in 2023”. 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 United States 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, 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.

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 COVID-19 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).

Shareback Plan

Equity rewards programs have been successfully demonstrated in the public markets by Domino’s Pizza and T-Mobile. However, the point of difference here is that the WeShop Community Trust is transferring to WeShop shares to users in return for transactions on the platform, in the ambition of creating a new dynamic of consumer ownership leading to increased acquisition, retention and organic referral traffic without the traditional costs associated with digital acquisition, retention or referral.

WeShop’s Shareback Plan allows users to earn WePoints on the platform for their and their referred friends’ transactional behavior. Subject to various criteria, transactions on the platform convert to WePoints which convert into Class A ordinary shares in WeShop. WeShop users become WeShop owners. To effect this, Class B ordinary shares in an amount convertible into approximately 50% of Class A ordinary shares will be issued into the WeShop Community Trust which will then transfer the Class A ordinary shares to users based on the number of WePoints redeemed. At the time of transfer, the Class B ordinary shares will convert to Class A ordinary shares once received by the users.

There will be two ways to earn WePoints:

What Going Public Means for WeShop

Going public completes the Circle of Trust for WeShop by allowing the Company to launch its product to users in the United States. It has always been the aim of the Company to be listed on one of the most prestigious stock markets in the world.

In addition to being able to launch the platform in the United States, there are other advantages of going public:

Total Transparency on business updates: Our listing of the Company will allow a constant stream of regulated news-flow at the highest levels of corporate compliance, keeping WeShop’s community and shareholders informed of certain business updates.

A trading venue for community to be able to sell their Class A ordinary shares: Our listing will allow users to sell their Class A ordinary shares in the US public markets. This allows them to take the funds out in cash or re-invest them.

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.

OVERVIEW

How WeShop Works

Buying Journey

Refer a Friend Journey

The WeShop platform incorporates a number of features to make it beneficial for users specifically for choice, rewards for loyalty and transactional behavior, relevance through data, option for a side hustle, and community engagement.

Choices Among Retailers

As of November 2024, our affiliate network partners have contracted directly with over 500 UK retailers to allow hundreds of millions of products to be available on the WeShop platform. The product range covers categories including fashion, beauty, toys, electronics and sporting goods. Over time, we have continued to partner with affiliate networks that expand WeShop’s offering into additional verticals such as hotels and accommodation, flights, trains, parking and experiences. We do not partner directly with retailers, only with affiliate networks.

WeShop captures a variety of data from its consumers across demographic, transactional and behavioral, such as date of birth, gender, purchase information, wishlist items added, Social Interactions as well as search terms that can help it build a detailed understanding of users and their shopping habits. WeShop also capture attitudinal data on its users, from preference on categories they are interested in, people they follow and their favorite retailers.

Rewards for Shopping

According to Researchandmarkets.com, the global loyalty market is projected to grow by 11.1% annually, reaching $150.97 billion in 2024. From 2024 to 2028, it is expected to maintain a Compound Annual Growth Rate (CAGR) of 9.2% (Global Loyalty Programs Market Intelligence and Future Growth Dynamics Databook - 50+KPIs on Loyalty Programs Trends by End-Use Sectors, Operational KPIs, Retail Product Dynamics, and Consumer Demographics - Q3 2024 Update, September 2024, Researchandmarkets.com). According to Antavo.com, companies continue to invest in loyalty programs with 67% planning to boost investment in customer retention, and loyalty programs are proving to be effective with nine out of ten companies reporting a positive ROI of average 4.8x (Loyalty Program Trends: Global Customer Loyalty Report 2024, January 2024, Antavo.com).

The WeShop rewards mechanism is transparent and unique. Users earn WePoints via certain activities on the platform. These WePoints convert into Class A ordinary shares at a later date and are then freely tradeable on the relevant exchange.

Relevance through Data

WeShop’s community-centric platform provides data that is instrumental in shaping WeShop’s business strategies, enhancing its user experience, and driving innovation.

The data collected is key to WeShop’s success. By leveraging this information, we enhance user experience, drive product innovation, optimize marketing strategies, build trust, and foster a collaborative knowledge-sharing environment. This utilization of community-driven data consolidates WeShop’s commitment to creating a user-centric, responsive, and innovative platform that meets the needs of its growing user base.

The Side Hustle Economy

At the heart of WeShop’s platform lies the “Side Hustle” User Economy, a concept transforming everyday users into active participants and shareholders in its ecosystem with very little effort or change in existing online behaviors. By empowering users to monetize their activities and contributions, WeShop fosters a dynamic and mutually beneficial environment that drives engagement, loyalty, and growth.

In summary, WeShop’s Side Hustle User Economy is a transformative concept that empowers users to participate actively in its ecosystem. By offering diverse monetization opportunities, facilitating peer-to-peer commerce, encouraging entrepreneurial activities, and promoting economic inclusion, WeShop creates a dynamic and sustainable platform that drives engagement, loyalty, and growth. This innovative model enhances the user experience and positions WeShop as a leader in the next generation of e-commerce platforms.

Community Engagement

WeShop is committed to fostering a dynamic community and creating meaningful connections among users, brands, and creators.

Interactive Social Platform: At the core of WeShop’s online community is its social platform, where users can share, recommend, seek advice on, and discuss products. This digital space encourages users to engage with one another, fostering a sense of connection and belonging.

Authentic Peer to Peer Recommendations: WeShop’s platform capitalizes on the power of authentic peer to peer recommendations. Users trust advice and reviews from friends, family, and trusted influencers, making these interactions a significant driver of purchasing decisions. By facilitating these exchanges, WeShop creates a trustworthy and reliable shopping environment.

Personalized Experiences: WeShop utilizes data analytics to deliver personalized shopping experiences. By understanding user preferences and behavior, we can tailor product recommendations, content, and offers to individual users. This personalization enhances user satisfaction and encourages continued engagement with the platform.

Key Components of WeShop Platform

Home Feed

Designed with familiarity in mind, any entry-level social media user can quickly adopt and understand the WeShop home feed. The WeShop mobile app has launched with the standard functionality you would expect from any social media site. Infinite scroll User-Generated Content to browse product recommendations from other users on the service and people you follow. Like and comment on recommendations and questions posted to interact with other users on the service.

We moderate our community with community-driven flagging/reporting/blocking can be done at mobile app level to hide content you do not like.

Product tagging gives the end-user a further down the funnel experience, with a simple one-tap access to the product page on the retailer website. The home feed also showcases internal content driven by its Marketing team to build community education, and discovery of new and popular retailers in its paid promotion space at the top of the feed.

WeShop are continually adding new triggers and activity prompts to the home feed, such as a reminder to recommend from your list of recent purchases. These elements of the feed are personalized to the individual based on their behavior.

Shopping

Browse the supported retailers in the Shopping and Travel directory, split by popular categories. Designed with a sense of discovery for retailers who need to build brand awareness.

Retailer Pages

Supported retailers on WeShop has a customizable space on the WeShop app, to showcase their brand and inform the user of any important terms.

Travel Portal

Using the custom retailer categorization functionality, we have been able to build dedicated real estate in the mobile app for all retailers associated to travel, making it easy for users to book their hotels and accommodations, airport parking, flights or trains and experiences in one place.

Profile

Every WeShop user has their own customizable profile, a showcase of their product recommendations, requests for recommendations, and product wishlists. Users can see who they are following and their followers from their profile. Users can track new transactions, new followers, and likes and comments on their recommendations in their profile inbox. Users can also manage their app settings from their profile, such as communication preferences, manage people they have blocked, and any transactions claims they have raised with customer support.

Dashboard

The WeShop dashboard gives the end user full visibility on all their transactional activity, the amount of WePoints that have been earned and the ability to refer friends. The dashboard will also include a knowledge portal with key corporate information and indicative value of what their WePoints could be on conversion into Class A ordinary shares.

Community

WeShop has a Community section in the mobile app that showcases important and relevant information published by the WeShop internal team.

THE WESHOP COMMUNITY TRUST

The WeShop Community Trust was formed on October 14, 2025. Before the listing, approximately 50% of the ordinary shares in WeShop will be allotted to the WeShop Community Trust in the form of Class B ordinary shares. The Class B ordinary shares will not have any voting rights or entitlement to any dividends. The Class B ordinary shares will automatically convert to Class A ordinary shares on a one-for-one basis upon the transfer of an ordinary share by the WeShop Community Trust to a user upon the redemption of WePoints. The sole purpose of the WeShop Community Trust will be to hold Class B ordinary shares and facilitate delivery of such shares to users. The trustee of the WeShop Community Trust is JTC Trust Company (Delaware) Limited, which is licensed by Bank Commissioner of the State of Delaware to conduct the business of a non-deposit trust company in the State of Delaware. JTC PLC is publicly-listed on the London Stock Exchange with a valuation of approximately £2.1 billion as of September 30, 2025. We or our founders will pay for the expenses of the WeShop Community Trust. Holders of WePoints do not have any rights under the WeShop Community Trust governing documents.

MARKET OPPORTUNITY

Introduction

It is a well-accepted belief that human evolution progressed successfully due to our ability to interact, communicate and help each other in prolonging the survival of our species, homo sapiens. The need for community and assistance is instinctual.

WeShop is a shoppable digital library of knowledge and opinion. The internet has an abundance of expert recommendations, reviews and opinions, across a variety of platforms such as internet forums, videos and social media sites, but it is sometimes daunting to navigate across these platforms. WeShop brings them into one space. We believe that we are able to collate experience and knowledge to provide inspiration to like-minded people when online shopping.

WeShop’s integrations with retailers in the United Kingdom, including many on the FTSE100, such as easyJet PLC, JD Fashion PLC, Kingfisher PLC (B&Q), Marks & Spencer Group PLC and Sainsbury’s PLC, gives large product choice to our users. Further, WeShop’s dynamic rewards system is designed to increase customer satisfaction and retention rates by rewarding users with ownership in the Company.

Online Retail

According to Statista.com, UK online spend reached approximately £217 billion in 2023 (Online retail spending in the United Kingdom (UK) from 2011 to 2023, February 2023, Statista), with a predicted value of $914.19 billion by 2030 according to MordorIntelligence.com (UK Ecommerce Market Size & Share Analysis - Growth Trends & Forecasts (2025 – 2030), 2024, MordorIntelligence.com). According to CapitalOneShopping.com, US consumers spent a record $1.24 trillion online in 2023 which accounted for 15% of all retail sales in the country. Projections continue to grow—by 2030, US online spend is expected to exceed $2.5 trillion (Online Shopping Statistics, December 2024). WeShop began by focusing on the online retail and travel verticals because they most closely align with engaging social content; it gave the Company an opportunity to educate consumers quickly about WeShop’s core values and gave it immediate access to creators already saturating the social media space.

As WeShop looks forward into new markets during its internationalization phase, it is evident that the opportunity for online retail is yet to reach a plateau. In emerging markets like Brazil, the Total Addressable Market (TAM) is $216 billion with a CAGR of 17% into 2026 according to AmericasMI.com (Latin America E-Commerce Market Projections, 2023-2026, July 2023, AmericasMI.com). These emerging markets are primed to embrace a new rewards platform and become a “fast follower” to their online retail growth. According to Shopify.com, the global Business-To-Consumer (B2C) ecommerce market reached an estimated value of $4.8 trillion in 2023 and is projected to continue growing significantly, expected to hit $9 trillion by 2032 (Global Ecommerce Statistics: Trends to Guide Your Store in 2025, September 2024, Shopify.com). According to GrandviewResearch.com, the Asia-Pacific (APAC) region contributed over 40% of the total market share for B2C ecommerce in 2023 and will continue to grow at 20.2% CAGR from 2024 to 2030 (E-commerce Market Size, Share & Trends Analysis Report By Product, By Model Type (Business-to-Business, Business-to-Consumer, Consumer-to-Consumer), By Region, And Segment Forecasts, 2024 – 2030, 2024, GrandViewResearch.com). Taking advantage of this opportunity, WeShop hopes to expand globally in countries like Japan and South Korea.

Online Travel

Looking back at data from 2021 through 2023, according to GMinsights.com (Online Travel Market Size - By Services (Transportation, Accommodation, Tour Packages), By Mode of Booking (Online Travel Agencies, Direct Travel Suppliers), By Platform (Mobile-based, Web-based), By Traveler, By Application & Forecast, 2024 – 2032, June 2024, GMInsights.com), the global online travel market was continuing to recover post COVID19. In 2023, the global online travel market was valued at approximately $600.5 billion. The market is expected to continue its upward trajectory, with projections estimating a value of $1.1 trillion by 2032, growing at a CAGR of over 7% from 2024 to 2032. In the United States alone, the online travel market is estimated at $235 billion, with a CAGR of 9.8% from 2025 to 2029 according to MordorIntelligence.com (North America Online Travel Market Size - Industry Report on Share, Growth Trends & Forecasts Analysis (2025 - 2030).

Loyalty programs in the travel sector were valued at $26.9 billion in 2023, with an estimated CAGR of 11.4% from 2024 to 2034 and are expected to reach $88.7 billion by the end of 2034 according to TransparencyMarketResearch.com (Travel Loyalty Program Market Outlook 2024, July 2024, TransparencyMarketResearch.com). This growth is driven in part by increased consumer engagement, advancements in digital technology, and consumer’s desire for personalized travel experiences.

The critical trends identified in the industry include a growing preference for mobile-based bookings, accounting for over 55% of the market in 2023 which is one of the last eCommerce verticals to start shifting to mobile device formats from desktop according to GMInsights.com. (Online Travel Market Size - By Services (Transportation, Accommodation, Tour Packages), By Mode of Booking (Online Travel Agencies, Direct Travel Suppliers), By Platform (Mobile-based, Web-based), By Traveler, By Application & Forecast, 2024 – 2032, June 2024, GMInsights.com). WeShop’s technology enables users to seamlessly transition from its platform into online travel providers such as Booking.com and Expedia.

In summary, it is WeShop’s view that the online travel industry is poised for continued growth which is driven by technological advancements with many of WeShop’s existing partnered retailers, increased demand for travel and favorable economic conditions.

Share Ownership

WeShop offers consumers a unique reward, enabling everyday shoppers and creators to start their journey into share ownership in a controlled and regulated format. According to AboutSchwab.com (The Rise of the Investor Generation, February 2021, AboutSchwab.com), around 15% of all retail investors today started in 2020. Retail investors continue to grow, accounting for 52% of the global Assets Under Management (“AUM”) as of 2021, expected to grow to over 61% by 2030, according to weforum.org (A fresh look at how to empower retail investors, October 2022, weforum.org). The largest brokerage firms by AUM in 2024 are quickly becoming household name. According to InvestingInTheWeb.com (The Largest Online Brokers by AUM (2025), 2025, InvestingInTheWeb.com), Fidelity has over 51 million users and over $14.1 trillion AUM globally, Charles Schwab has over 36 million users and $9.92 trillion AUM globally, and newer firms like Robinhood have over 25 million users and $143.6 billion AUM. Platforms like Reddit have successfully created communities of retail investors with varying levels of knowledge; for example, as of 2024, the sub-reddit r/wallstreetbets has over 16 million members globally making it in the top 1% of sub-reddits by size.

WeShop’s aim is to provide a platform that enables users to ultimately earn Class A ordinary shares for making their everyday purchases, and referring their friends and family to the platform.

Loyalty Programs

The global loyalty market is projected to grow by 11.1% annually, reaching $150.97 billion in 2024. According to Researchandmarkets.com (Global Loyalty Programs Market Intelligence and Future Growth Dynamics Databook - 50+ KPIs on Loyalty Programs Trends by End-Use Sectors, Operational KPIs, Retail Product Dynamics, and Consumer Demographics - Q3 2024 Update, September 2024, Researchandmarkets.com), from 2024 to 2028, the market is expected to maintain a Compound Annual Growth Rate (CAGR) of 9.5%. Companies continue to invest in loyalty programs, with 67% planning to boost investment in customer retention, and they are proving to be effective, with nine of ten companies reporting a positive ROI of average 4.8x according to Antavo.com (Loyalty Program Trends: Global Customer Loyalty Report 2024, January 2024, Antavo.com). According to Ebbo.com (54 Loyalty Program Statistics You Need to Know in 2023, 2023, Ebbo.com), 82% of consumers value discounts, coupons and cashback as the most important rewards, other desirable benefits include free or discounted shipping (57%), surprise rewards (28%), and members-only exclusive experiences (26%).

According to WeCanTrack.com (110 Cashback Website Statistics: Markets, Fraud & Impact, December 2023, WeCanTrack.com), total transactions processed by cashback websites exceeded $200 billion in 2023, with 7 out of 10 online shoppers in Europe using or have used a cashback site. As of 2024, the global average cashback rate sits around 6% of basket value.

Equity Loyalty Programs for Consumers

In recent years there have been several companies who have utilized their equity to incentivize consumers for transactional activity and referrals. There are examples of public and private companies giving shares in their own company as well as others using shares of other companies to drive user acquisition on their platforms. In tandem with such programs, the last ten years have seen an increase in crowdfunding, especially for consumer products as companies try to increase loyalty by allowing ownership and then granting additional shareholder perks to the users.

It is clear there are positive outcomes to such programs including:

Examples of such programs include:

T-Mobile – Sector: Telecommunications. Overview: T-Mobile launched the “Stock Up” program, where loyal customers received stock in the company. Customers could earn additional shares by referring new subscribers, turning them into brand advocates and shareholders. Factors contributing to their success include increased customer retention, organic growth through referrals, and enhanced customer loyalty.

Domino’s Pizza Inc – Sector: Food Delivery. Overview: As part of the “Domino’s Piece of the Pie Rewards” program, members were eligible to win shares of Dominos stock just for being part of the program. Factors contributing to their success include high customer engagement, increased brand loyalty, and alignment of consumer and company interests.