SecProbe.io

January 17, 2025
Paul Ellerbeck
Chief Executive Officer
WeShop Holdings Ltd
Hawk House
22 The Esplanade
Jersey
JE1 1HH
Channel Islands
Re:WeShop Holdings Ltd
Draft Registration Statement on Form F-1
Submitted December 23, 2024
CIK No. 0002048271
Dear Paul Ellerbeck:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
Please revise your prospectus cover page and elsewhere throughout your registration
statement as appropriate to identify each shareholder with which the company has
coordinated to sell the holders' shares. Additionally, disclose whether all or a portion
(identifying the portion, if applicable) of shares held by the Registered Shareholders
may be freely sold upon effectiveness of the registration statement, as well as the
number of shares that may be freely sold in reliance on an exemption from registration 1.

January 17, 2025
Page 2
such as Rule 144.
2.Please revise your disclosure here and in your "Plan of Distribution" section to clarify
whether the company will be involved in the price-setting and plan of distribution. We
note your statements that "[t]he Registered Shareholders will not be involved in
Nasdaq’s price-setting mechanism..."
Overview, page 1
3.Revise your disclosure here and in your Business section to discuss the challenges,
including competition and competitors, you face with an eye towards balancing your
discussion of your competitive strengths, value proposition and discussion of both
anticipated revenue and user growth.
Prospectus Summary, page 1
4.Please revise your disclosure here and elsewhere throughout your prospectus, as
appropriate, with an eye towards minimizing marketing and/or promotional language
and to provide disclosure focused on your business, including your operations,
sources, and revenue, this offering, and the specific industry in which you operate.
Additionally, throughout your prospectus, provide appropriate context for the source
of third-party statements, such as data or other narrative statements attributed to the
Edelman Trust Barometer and Boston Consulting Group, for example, by including a
reference to a specific report or other publication and the associated date.
Implications of Being an Emerging Growth and a Smaller Reporting Company, page 6
5.A foreign private issuer is not eligible to use the requirements for smaller reporting
companies unless it uses the forms and rules designated for domestic issuers. You
filed on Form F-1. Please revise to remove reference to yourself as a smaller reporting
company throughout the filing. Refer to Instruction 2 to the definition of smaller
reporting company at Item 10(f) of Regulation S-K.
Summary Consolidated Financial Data, page 7
6.Please revise the formatting of the table as it currently shows no net revenues.
Risk Factors
The direct listing process differs from an initial public offering..., page 15
7.Please revise your risk factor here and your disclosure elsewhere as appropriate to
briefly discuss Regulation M and associated risks in connection with the pricing of the
offering through the completion of the distribution of the ordinary shares being
offered here. We note your statement on the cover page and the Plan of Distribution
section regarding the Advisor exercising any consultation rights only to the extent it
can do so consistent with the anti-manipulation provisions of the federal securities
laws, including Regulation M.

January 17, 2025
Page 3
You may be diluted by future issuances of preferred stock or additional ordinary shares...,
page 18
8.Revise this risk factor to address potential dilution by additional issuances of shares
pursuant to your Shareback program.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 26
9.Revise your disclosure here and elsewhere as appropriate to briefly expand your
discussion of your "invitation-based Pilot" that generated sales to your retail partners
of over £100 million and concluded in November 2024, including whether social
media influencers or other parties were incentivized and, if so, how or who and how
were users otherwise invited or incentivized to use your platform.
10.Expand your discussion here and elsewhere as appropriate, for example in your
Prospectus Summary and Business sections, to account for and make consistent and
clear the role and position of affiliate networks in your business activities and revenue
generation. We note that elsewhere throughout your disclosure you discuss your
revenue streams as (i) affiliate revenue or (ii) advertising, implying that revenues are
not directly tied to retailers. Additionally, you disclose elsewhere that retailers enroll
in WeShop services through affiliate networks. We note your disclosure under "How
We Generate Revenue" on page 26.
Continuing Impacts of Macroeconomic Conditions, page 28
11.Here you state that "continuing impact from recent macroeconomic conditions has
created significant volatility, uncertainty, and economic disruption," to both broader
economies as well as continuing to impact your results of operations and overall
financial performance. Please revise to identify and describe the macroeconomic
conditions you reference. Please also revise your Risk Factors section to provide a risk
factor discussing this topic and the risks and potential adverse affects to your results
of operations, financial condition etc.
Key Factors Affecting our Performance
Monetization, page 28
12.Please revise to briefly expand your discussion of what constitutes a "social
interaction." We note that you state that you achieved 150,000 social
interactions during your Pilot program and that this appears to be foundational to
monetization and revenue generation.
Business, page 36
13.Please revise this section, and elsewhere throughout your prospectus, to limit the use
of repetitive disclosure focused on the promotional narrative of your business as well
as business jargon, testimonials, marketing and/or promotional language.
We note that your Glossary of Terms includes terms associated with the measurement
of business performance, growth and profitability, including for example "conversion
rate" and "Click-Through-Rate (CTR)." Additionally, your business appears to be
dependent on attracting and retaining users, and you state on page 27 that you assess 14.

January 17, 2025
Page 4
both year over year and quarter over quarter growth of new users and user activity.
Please revise your disclosure to incorporate these terms and disclose associated
figures (e.g., percentage or number of users) into your discussion in the appropriate
sections so that investors can better understand your business. We note your
disclosure on page 42, including the bullet points laying out certain results achieved
during your Pilot program.
Overview
Choice - Shopping from Top Retailers, page 44
15.We note that you disclose here and throughout your prospectus that you "partner" with
over 500 UK retailers. Expand your discussion to describe clearly and concisely the
nature of your partnerships with these retailers, as your disclosure elsewhere describes
your relationships with retailers as mediated by, or originating with, affiliate
networks, not as independent relationships with you. Clarify whether you enter into
contracts with retailers and summarize the material terms of any standard contracts.
You also state that for the year ended December 31, 2023, there were a total of two
customers who accounted for approximately 80% of revenues. Clarify whether you
have any agreements with those customers, and if so, describe the material terms of
those agreements and file them as exhibits to the registration statement.
How to Earn WePoints, page 57
16.Please revise your disclosure here and elsewhere throughout your prospectus to
provide more detail regarding your Shareback program. For example, we note your
disclosure discussing how each retailer has a different Shareback rate. Please revise to
provide additional detail regarding how this rate is determined, such as whether this is
determined by user behavior, retailer or affiliate network incentive, or some other
method internal to you, as well as how this rate may be tied to how you market and
promote certain retailers and/or products. Further, please explain in greater detail and
by way of specific example, as appropriate, the process by which WePoints are
converted to WeShares. Clarify how you determine how many shares users will
receive and the timeline for the process. We note your disclosure regarding a $1,000
spend/month conversion to $10 worth of WePoints, for example. However, it is
unclear how the number of shares are determined when this is then "converted to
shares in WeShop" and whether this will be tied to your trading price upon direct
listing or some other method.
Community Success Story: Salford City FC, page 63
17.We note that this subsection provides a description of a variation on your revenue
generating activities and users, (i.e., partnering with a non-retailer third party to drive
sales with the third party receiving a referral bonus of 2.5% of the spend in the form
of WePoints). Please briefly revise and expand your disclosure throughout your
prospectus to account for user relationships that extend beyond individual users.

January 17, 2025
Page 5
Creator Success Story: Lauren Elizabeth, page 66
18.Please revise to provide graphics that are easily legible, including here.
Further, provide a brief, narrative disclosure adding appropriate context as to what
each graphic represents in relation to your platform, business generally or otherwise.
Why Investors Come to WeShop, page 68
19.We note your disclosure that "the cost of user acquisition is effectively borne by the
founders via the Trust where approximately 45% of the Company will have been
placed. There is no cash cost to WeShop to reward the community for their various
transactional behaviors." Revise to clarify that holders of your shares will still face
dilution when shares are issued pursuant to the Shareback program and that you
account for the issuances in your cost of sales.
Executive and Director Compensation, page 79
20.We note that your exhibit index includes a placeholder for Exhibit 10.1 the 2025
Equity Incentive Plan. Please revise your disclosure where appropriate to discuss this
compensatory plan. In addition, revise to disclose the information required by Item
6.B. of Form 20-F.
Related Party Transactions, page 81
21.Please revise to name the specific related parties, whether individuals or entities, and
describe their relationship with you. Further, revise to disclose and describe the
related party transaction with an entity engaged in marketing services described on
page 30. We note your disclosure regarding transactions with a strategic consulting
company in August 2023. If true, please make clear here and elsewhere throughout
your disclosure that this involves the same named parties and services. Additionally,
we note that your disclosure in the Glossary of Terms that a "Founder" means a
"[c]ollective group of people who intend to gift shares of WeShop into a special
purpose trust for the purpose of transferring them to users in the WeShop
community." Revise accordingly to account for and describe this transaction,
including share amounts and individuals and/or entities involved.
Principal Shareholders, page 82
22.For each entity listed in the tabular disclosure here, identify the natural person(s) with
voting and/or dispositive control over the shares held. To the extent any such natural
persons have had a position, office, or other material relationship with the registrant or
any of its predecessors or affiliates within the past three years, disclose the nature of
such relationship. Additionally, provide the address of the beneficial owners in
accordance with Item 7.A. of Form 20-F.
23.Please revise your table to remove the far right column titled "Percent of Shares
Beneficially Owned Assuming Full Exercise of Underwriters' Option to Purchase" as
this is a direct listing that does not involve underwriters.

January 17, 2025
Page 6
Plan of Distribution, page 96
24.Please revise to disclose the time period for which this registration statement will
remain effective (e.g., reasonable best efforts to keep the registration statement
effective for sufficient time for identified shareholders to sell).
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
25.Weighted average shares for the year ended December 31, 2022 does not appear to
retroactively reflect the reverse stock split. Please revise or explain how your current
presentation is correct.
Notes to the Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
26.We note that you are authorized to collect consideration from the buyer and remit net
consideration to the seller to facilitate the processing of the confirmed purchase
transaction. Please clarify for us if you actually do process and collect consideration
from buyers on the platform and remit the consideration net of your commission
earned to the seller. If so, please further clarify for us how accrued income arises if
you are collecting the consideration.
27.Please disclose whether your customer is an affiliate or accounting owner.
Note 4. Asset Acquisition, page F-14
28.We note in the transaction with Boanerges you acquired brand name and
relationships. However, you also state that substantially all of the fair value of the
gross assets acquired was concentrated in the finite-lived developed technology.
Please tell in further detail the nature of the developed technology acquired.
Additionally, please tell us how the brand name and relationships were accounted for
at acquisition and are how they are accounted for in the periods presented.
Note 9 - Related Parties, page F-16
29.Please revise to disclose the dates and amounts received and repaid. In this regard, we
are unable to reconcile the current disclosure to the Consolidated Statements of Cash
Flows.
Note 10 - Share Based Compensation
Shareback Incentive Program, page F-17
30.Please tell us and revise to disclose how you account for "WePoints" earned prior to
them being converted into shares. In doing so, address how you account for
"WePoints" awarded that have a value less than the fair value of a share. Additionally,
please clarify in further detail how you account for the conversion of "WePoints" into
"WeShop Shares" Please provide a numerical example as appropriate.

January 17, 2025
Page 7
31.Please revise to clarify what is meant by your statement, "in the first instance."
32.Please revise to provide more detailed disclosure regarding when a Contingent Share
is awarded. For example, refer to your disclosure regarding earning WePoints on page
viii in your definition of WePoint.
33.In addition to the comments above, please refer to ASC 718-10-50 and revise to
provide applicable required disclosure for the shareback incentive program.
Share-Based Compensation Valuation Assumptions, page F-19
34.Please disclose how you estimate the fair value of your ordinary shares and the fair
value(s) used in your grants.
General
35.Include a separate section to provide the disclosure required by Item 9.D. of Form 20-
F with respect to the Registere