SecProbe.io

September 25, 2025
Paul Ellerbeck
Chief Executive Officer
WeShop Holdings Ltd
Hawk House
22 The Esplanade
Jersey
JE1 1HH
Channel Islands
Re:WeShop Holdings Ltd
Registration Statement on Form F-1
Filed September 15, 2025
File No. 333-290275
Dear Paul Ellerbeck:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.We note your disclosure that "On March 21, 2024, we sold an aggregate 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." Please revise to include sales prices in more
recent private transactions (including high and low sales prices), if applicable.

September 25, 2025
Page 2
Management
Performance Incentive Grants, page 79
2.Please revise your disclosure here and elsewhere as applicable to discuss briefly but in
greater detail the meaning of "company value" in connection with the Performance
Incentive Grants, that is, by what method or reference point will these valuation
targets be measured. In this regard, we note your disclosure laying out the award of
stock options contingent upon achievement of certain company valuation targets and
that all options are exercisable at a stock price of $2.41. Additionally, please expand
your discussion to state the required service conditions (e.g., terms or otherwise) for
each party, respectively. We note that it does appear that you have entered into any
employment agreements with your directors or officers. Last, please revise your Risk
Factors as appropriate to reflect these potential awards and any dilutive impacts. We
note your risk factor beginning "You may be diluted by future issuances of preferred
shares or additional Class A ordinary shares..." on page 18.
Principal Shareholders, page 82
3.Please revise this table for consistency with your Registered Shareholders table. For
example, it appears John Foley has voting control over the shares owned by FFIH
Limited, representing 9.22% of the outstanding Class A Ordinary Shares, yet those
shares are not reflected in Mr. Foley's ownership in this table. Also include the shares
held by Max Capital Limited, over which Mr. Foley exercises voting control.
General
4.In the appropriate places throughout your filing, revise to more explicitly state, if true,
that Class A shares will be automatically issued to WePoints holders at the end of the
fifth quarter following the date of a transaction without any further action by such
holders.

September 25, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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