WeShop Holdings Ltd-A美股招股说明书(2025-11-14版)

This prospectus relates to the registration of the resale of up to 3,980,128 Class A ordinary shares by our shareholders identified in this prospectus, or the Registered Shareholders, inconnection with our direct listing, or the Direct Listing, on the Nasdaq Capital Market, or Nasdaq. Unlike an initial public offering, the resale by the Registered Shareholders is notbeing underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not, elect to sell their Class A ordinary shares covered by thisprospectus, as and to the extent they may determine. The Registered Shareholders may offer, sell or distribute all or a portion of the Class A ordinary shares hereby registered publiclyor through private transactions at prevailing market prices or at negotiated prices. If the Registered Shareholders choose to sell their Class A ordinary shares, we will not receive anyproceeds from the sale of Class A ordinary shares by the Registered Shareholders. No public market for our Class A ordinary shares currently exists, and our Class A ordinary shares have a limited history of trading in private transactions. On March 21, 2024, we soldan aggregate, on a pre-consolidation basis, 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 Aordinary share or approximately $6.40 at the spot rate of exchange on that date and, on a post-consolidation basis (after giving effect to our share consolidation to occur on October 22,2025), the equivalent of 3,000 Class A ordinary shares, at a price of the equivalent of £20.24 per Class A ordinary share or approximately $25.40 at the spot rate of exchange on thatdate. Recent purchase prices of our Class A ordinary shares in private transactions may have little or no relation to the opening public price of our Class A ordinary shares on Nasdaq or thesubsequent trading price of our Class A ordinary shares on Nasdaq. Further, the listing of our Class A ordinary shares on Nasdaq, without a firm-commitment underwritten offering, is anovel method for commencing public trading in our Class A ordinary shares and, consequently, the trading volume and price of our ordinary shares may be more volatile than if ourClass A ordinary shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis. On the day that our Class A ordinary shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin tocontinuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and,during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools.Following the “Display Only” period, a “Pre-Launch” period begins, during which ThinkEquity LLC, or the Advisor, in its capacity as our financial advisor, must notify Nasdaq thatour shares are “ready to trade.” Once the Advisor has notified Nasdaq that our Class A ordinary shares are ready to trade, Nasdaq will confirm the Current Reference Price for ourClass A ordinary shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will beexecuted at such price and regular trading of our Class A ordinary shares on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules.Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than oneprice at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the numberof shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customerto buy or sell) at which our Class A ordinary shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined byNasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rightsonly to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder.Neither we nor our Registered Shareholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they controlor influence the Advisor in carrying out its role as a financ