SecProbe.io

August 29, 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. 5 to Draft Registration Statement on Form F-1
Submitted August 19, 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 and non-public draft submissions 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 July 30, 2025 letter.
Amendment No. 5 to Draft Registration Statement on Form F-1
Related Party Transactions
Consulting Agreement, page 78
We note your response to prior comment 5. Please further revise your disclosure here
and elsewhere as appropriate to make clear whether this strategic consulting
agreement remains in effect, the duration of this agreement, and whether this entity is
still controlled by John Garner, your Head of Visions and Strategy. We note that the 1.

August 29, 2025
Page 2
company "owes an additional 91,000 shares as outlined in the agreement..." and that
Max Capital is a beneficial owner. Additionally, please consider whether to file this
agreement under Item 601(b)(10) of Regulation S-K.
Description of Shares and Memorandum and Articles of Association
Share Rights, page 80
2.Please include a comparable description of the Class B ordinary shares as you have
provided for the Class A ordinary shares. Clarify, if true, that the Trust will be the sole
holder of Class B ordinary shares.
            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