SecProbe.io

May 5, 2025
Paul Ellerbeck
Chief Executive Officer
WeShop Holdings Ltd
Hawk House
22 The Esplanade
Jersey
JE1 1HH
Channel Islands
Re:WeShop Holdings Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted April 24, 2025
CIK No. 0002048271
Dear Paul Ellerbeck:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our April 11, 2025 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Risk Factors
Risks Related to Our Business
The loss of a significant number of retailers could harm our business..., page 8
We note your response to prior comment 3, including discussion regarding your
affiliate network agreements with Commission Junction LLC (CJ) and Awin AG
 1.

May 5, 2025
Page 2
(Awin) accounting for more than 80% of your revenue in 2023. Please revise your
disclosure here to briefly reference these specific affiliate networks and associated
agreements.
Capitalization, page 25
2.We note your response to comment 8 in our letter dated January 17, 2025 that you
plan to reflect the WeShop Community Trust shares in the "as adjusted" column in the
Capitalization section. Please revise your narrative disclosure to explicitly state that
the "as adjusted" column will include the WeShop Community Trust shares.
Index to Financial Statements, page F-1
3.Please update your audited financial statements in accordance with Item 8.A.4 of
Form 20-F.
Audited Consolidated Financial Statements
Note 11 - Share Based Compensation (As Restated), page F-17
4.We note your response to prior comment 5. ASC 718-10-55-68 states that a share-
based award becomes vested when the award is no longer contingent on satisfaction
of a service condition. Your response states that the account owner can be inactive for
13 months and that once an account owner has owned the Contingent Share for a
period of 12 months from the date of issuance, they will automatically be settled in
shares. Thus, it appears that an account owner can be inactive and still be issued
shares 12 months from issuance. In light of this, please tell us why you believe
Contingent Shares issued are contingent upon a service condition.

            Please contact Aamira Chaudhry at 202-551-3389 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Christian Nagler