SEC Company Response from WeShop Holdings (WSHP) — Oct 17, 2025
WeShop Holdings Ltd
Date: Oct. 17, 2025 · CIK: 0002048271 · Accession: 0001493152-25-018470
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290275
Referenced dates: September 25, 2025
Letter
WeShop Holdings Limited
Hawk House
The Esplanade
Jersey, JE1 1HH
Channel Islands
https:\\we.shop
Paul Ellerbeck
paul.ellerbeck@we.shop
October 17, 2025
VIA EDGAR AND OVERNIGHT COURIER
Securities and Exchange Commission
Division of Corporation Finance
F Street, NE
Washington, D.C. 20549
Attention: Adam Phippen
Kate Beukenkamp
Taylor Beech
Re: WeShop Holdings Limited Registration Statement on Form F-1 Filed September 15, 2025 File No. 333-290275
Ladies and Gentlemen:
This letter is submitted by WeShop Holdings Limited (" we " or the " Company ") in response to comments of the staff of the U.S. Securities and Exchange Commission (the " Staff ") with respect to the Company's Registration Statement on Form F-1 filed on September 15, 2025 (the " Registration Statement "), as set forth in the Staff's letter dated September 25, 2025 (the " Comment Letter ").
Set forth below are the Company's responses to the Staff's comments in the Comment Letter. For reference purposes, the text of the Staff's comments is reproduced in bold below, followed by the Company's response to the comment. The numbered paragraphs below correspond to the numbered comments in the Comment Letter.
Additionally, the Company is concurrently filing a registration statement (the " Amended Registration Statement "), which reflects revisions in response to the Comment Letter and certain other updates. For the convenience of the Staff, we are also sending, by overnight courier, copies of this letter and copies of the Amended Registration Statement marked to show changes to the Registration Statement.
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.
Company Response: In response to the Staff's comment, we respectfully advise the Staff that the Company has not entered into any private transactions that determined a sales price for Class A ordinary shares subsequent to March 21, 2024.
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.
Company Response: In response to the Staff's comment, we have revised the Amended Registration Statement to discuss the meaning of "company value" and to reflect potential awards and any dilutive impacts.
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.
Company Response: In response to the Staff's comment, we have revised the Amended Registration Statement to reflect the shares over which John 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.
Company Response: In response to the Staff's comment, we have revised the Amended Registration Statement to clarify that Class A ordinary shares will be issued to users who properly redeem their WePoints.
Should the Staff have additional questions or comments regarding this submission, please do not hesitate to contact the undersigned at paul.ellerbeck@we.shop or Christian Nagler of Kirkland & Ellis LLP at +1 (212) 446-4660.
Remainder of page intentionally blank. Signature page follows.
Sincerely,
WESHOP
HOLDINGS LIMITED
Show Raw Text
CORRESP
1
filename1.htm
WeShop
Holdings Limited
Hawk
House
22
The Esplanade
Jersey,
JE1 1HH
Channel
Islands
https:\\we.shop
Paul
Ellerbeck
paul.ellerbeck@we.shop
October
17, 2025
VIA
EDGAR AND OVERNIGHT COURIER
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
D.C. 20549
Attention:
Adam Phippen
Kate
Beukenkamp
Taylor
Beech
Re:
WeShop
Holdings Limited
Registration
Statement on Form F-1
Filed
September 15, 2025
File
No. 333-290275
Ladies
and Gentlemen:
This
letter is submitted by WeShop Holdings Limited (" we " or the " Company ") in response
to comments of the staff of the U.S. Securities and Exchange Commission (the " Staff ") with respect to the Company's
Registration Statement on Form F-1 filed on September 15, 2025 (the " Registration Statement "), as set forth
in the Staff's letter dated September 25, 2025 (the " Comment Letter ").
Set
forth below are the Company's responses to the Staff's comments in the Comment Letter. For reference purposes, the text of
the Staff's comments is reproduced in bold below, followed by the Company's response to the comment. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter.
Additionally,
the Company is concurrently filing a registration statement (the " Amended Registration Statement "), which reflects
revisions in response to the Comment Letter and certain other updates. For the convenience of the Staff, we are also sending, by overnight
courier, copies of this letter and copies of the Amended Registration Statement marked to show changes to the Registration Statement.
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.
Company
Response: In response to the Staff's comment, we respectfully advise the Staff that the Company has not entered into any private
transactions that determined a sales price for Class A ordinary shares subsequent to March 21, 2024.
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.
Company
Response: In response to the Staff's comment, we have revised the Amended Registration Statement to discuss the meaning of
"company value" and to reflect potential awards and any dilutive impacts.
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.
Company
Response: In response to the Staff's comment, we have revised the Amended Registration Statement to reflect the shares
over which John 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.
Company
Response: In response to the Staff's comment, we have revised the Amended Registration Statement to clarify that Class A ordinary
shares will be issued to users who properly redeem their WePoints.
Should
the Staff have additional questions or comments regarding this submission, please do not hesitate to contact the undersigned at paul.ellerbeck@we.shop
or Christian Nagler of Kirkland & Ellis LLP at +1 (212) 446-4660.
Remainder
of page intentionally blank. Signature page follows.
Sincerely,
WESHOP
HOLDINGS LIMITED
/s/
Paul Ellerbeck
Name:
Paul
Ellerbeck
Title:
Chief
Executive Officer
Enclosure
cc:
Christian O. Nagler, P.C.
Kirkland
& Ellis LLP
John
Garner
WeShop
Holdings Limited