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(Incorporated in the British Virgin Islands)
Note: This is a direct listing on the NASDAQ. No new stock will be issued. There is no underwriter. ThinkEquity is the financial adviser.
WeShop’s mission is to create a global, e-commerce social community, empowered by ownership. WeShop is a shoppable social network. It is a community built for shoppers to inspire, guide and earn rewards. In one platform we have blended User-Generated Content creation specific to products, online retail, and a dynamic rewards mechanism relevant to people interested in share ownership.
The WeShop platform offers hundreds of millions of products from over 500 retailers in the UK to the WeShop community.
The listing of WeShop is essential to the actual launch of the platform in the United States so its community can be protected through the securities regulations of the United States and can trade WeShop shares on a globally recognized technology exchange. This creates transparency, accountability, stringent corporate processes, reality of concept and a venue allowing users to sell WeShop shares.
Born from a combination of accessible social media content, knowledgeable product reviews and a unique reward proposition, WeShop is a library of shoppable product reviews from a digital online shopping mall on your phone where users can recommend and buy their favorite products to like-minded people.
Equity rewards programs have been successfully demonstrated in the public markets by Domino’s Pizza and T-Mobile. However, the point of difference here is that the WeShop Community Trust is transferring to WeShop shares to users in return for transactions on the platform, in the ambition of creating a new dynamic of consumer ownership leading to increased acquisition, retention and organic referral traffic without the traditional costs associated with digital acquisition, retention or referral.
WeShop’s Shareback rewards mechanism allows users to earn WePoints on the platform for their and their referred friends’ transactional behavior. Subject to various criteria, transactions on the platform convert to WePoints which convert into shares in WeShop. WeShop users become WeShop owners. To effect this, 45% of WeShop shares will be issued into the WeShop Community Trust which will then transfer the shares to users based on their WePoints.
There will be two ways to earn WePoints:
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Buying from someone else’s recommendation or clicking a retailer on the app to go through and shop as normal at retailers such as eBay, Booking.com and Boots. A user will receive WePoints equal to the value of the transaction times the Shareback rate divided by the spot price on the stock market of one WeShop share. For example, if a user spends $1,000 on a holiday via Booking.com and the Shareback rate on Booking.com is 10%, the user will receive WePoints equal to 100 divided by the last closing price. Last closing price will be the volume-weighted average price from the close of the previous trading day.
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Referring friends to the platform. The platform will issue WePoints for a referral equal to 5% of the WePoints earned by the referred user in the first twelve (12) months. For example, if a user refers one friend who earns 1,000 WePoints during their first year, the user will receive 50 WePoints. A referral occurs when a user signs up using the Referral Code of another user.
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Note: Net loss and net revenue are in U.S. dollars for the 12 months that ended Dec. 31, 2024.
(Note: WeShop Holdings Ltd. filed its F-1 for its NASDAQ direct listing on Sept. 15, 2025. This NASDAQ direct offering will consist of the resale of up to 15.77 million shares (15,773,636 Class A ordinary shares) by WeShop’s shareholders identified in this prospectus. Note: No new stock is being issued. And no reference price for the stock has been disclosed. On March 21, 2024, WeShop 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 British pounds sterling per Class A ordinary share or about US$6.40 at the spot rate of exchange on that date, according to the prospectus.)
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