Exempt Offering Notice · D

WeShop Holdings Limited

WSHPNASDAQEQUITYCurrent

Exempt Offering Notice

Filed Sep 30, 2026Accepted Sep 29, 2026, 9:19 PM EDTFiling CIK 2048271Accession 0001493152-26-044965

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Structured filing — D

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Issuer

Name: WeShop Holdings Ltd
CIK: 0002048271
Entity type: Corporation
Jurisdiction: VIRGIN ISLANDS, BRITISH
Phone: (44) (808) 196-8324
Street: HAWK HOUSE, 22 THE ESPLANADE
City: JERSEY
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH
Incorporated more than five years ago: true
Previous EDGAR names: None

Related person 1

First name: Maria
Last name: Weaver
Relationships: Executive Officer · Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 2

First name: Francis
Last name: McNeil
Relationships: Executive Officer
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 3

First name: John
Middle name: Robert
Last name: Foley
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 4

First name: Matthew
Middle name: Craig
Last name: Behan
Relationships: Executive Officer
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 5

First name: Paul
Last name: Teasdale
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 6

First name: Oliver
Last name: Egerton-Vernon
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 7

First name: Andrew
Last name: Fearon
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 8

First name: Oana
Last name: Crisan
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 9

First name: John
Middle name: B/
Last name: Garner
Relationships: Executive Officer
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 10

First name: Paul
Last name: Ellerbeck
Relationships: Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Related person 11

First name: Johnny
Last name: Hickling
Relationships: Executive Officer · Director
Street: Hawk House, 22 The Esplanade
City: Jersey
State / country code: Y9
State / country: JERSEY
Postal code: JE1 1HH

Offering

Industry: Retailing
Revenue range: Decline to Disclose
Exemption codes: 06b
Amendment: false
First sale yet to occur: true
Offering lasts more than one year: true
Equity securities: true
Business combination: false
Minimum investment accepted: 0
Total offering amount: 25,000,000
Amount sold: 0
Remaining amount: 25,000,000
Non-accredited investors reported: false
Investors already participating: 0

Commissions, fees and proceeds

Sales commissions: 0
Finders’ fees: 0
Commission / fee clarification: [blank]
Gross proceeds used: 0
Use of proceeds clarification: [blank]

Signature authorization

Authorized representative: false

Signature 1

Issuer: WeShop Holdings Ltd
Signer: Johnny Hickling
Signed: /s/ Johnny Hickling
Title: Chief Financial Officer
Date: 2026-09-29

Company context

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.

Current securities

WSHPNASDAQ · EQUITY · Current

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