WeShop Holdings Ltd-A美股招股说明书(2025-11-19版)

WeShop Holdings Limited (“WeShop” or the “Company”) is pleased to offer the opportunity to participate in the WeShop Shareback™Rewards Plan (the “Shareback Plan”) describedin this prospectus which rewards users of the WeShop platform who make purchases, or refer users who make purchases, via the WeShop platform with WePoints. WePoints have thepotential of being redeemed for the Company’s Class A ordinary shares held by the WeShop Community Trust initially no earlier than 395 days after such WePoints are awarded. Thisprospectus relates to the registration of up to 12,500,000 WePoints. The Shareback Plan rewards users ultimately with actual ownership of WeShop. The WeShop Community Trust will deliver Class A ordinary shares, subject to a waiting period andcertain other conditions, following the date of the purchase of a product by a shopper on our platform which we refer to as a “user.” Unless otherwise specified in an offer communication, the offers the Company plans to make under the program include: ●WePoints for Shopping: For various completed transactional activity you will be awarded WePoints as a percentage of the gross merchant value net of any sales tax resultingfrom the transaction.●WePoints for Referrals: For referring other users who register on the WeShop Platform with your username, you will be awarded WePoints as a percentage of WePoints earnedby the referred user during their first twelve (12) months. The duration of this referral program may vary from time to time. We believe that the Shareback Plan presents a unique opportunity to thank our users for their loyalty and to let our users develop a greater proprietary interest in our business. The rate at which WePoints will be awarded for each transaction, is equal to 80% of the commission paid by the respective technology provider that offers software for advertisers andpublishers to automatically track and attribute transactions to the correct channel (“Affiliate Network”) for a transaction to WeShop. For example, if a user spends $100 at eBay and theAffiliate Network pays WeShop $10 for that transaction, then the user would receive WePoints equal to $8 divided by the volume weighted average price (“VWAP”) of our Class Aordinary shares on the immediately preceding trading day from the date on which you make a purchase. So, if the VWAP is $12, that user will receive 2/3rdof a WePoint. As described in more detail in this prospectus, the following features are available to you and you must agree to certain terms in order to receive WePoints: ●Simple Enrollment and Easy to Redeem WePoints.Participants can enroll and earn WePoints by downloading the WeShop App. ●No Fees to Enroll, Earn and Redeem WePoints.Participants will be able to earn WePoints by making purchases on the WeShop Platform.●Fully Electronic Shareholder Communications.To participate in the Shareback Plan, participants must agree, subject to applicable law, to receive all shareholdercommunications electronically.●Review Positions Online.Participants can access positions and history and engage in transactions through the WeShop App, which is available on iOS and Google Play.●No Control over Exact Timing of Transactions.Shareback Plan participants will not have complete control over the exact timing of transactions or the price of Class A ordinaryshares at the time of any redemption of a WePoint.●Right to Suspend or Terminate.The Shareback Plan may be suspended, modified, or terminated at any time. For more information, please see the section in this prospectusentitled “Description of the Shareback Plan.” We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirementsfor this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” Owning WePoints andour Class A ordinary shares involves a high degree of risk. See the “Risk Factors” section beginning on page 9 of this prospectus. There is no market for WePoints nor will one develop. WePoints (i) are not assignable or transferable except by operation of law or by will or intestacy; (ii) will not havevoting or dividend rights and are non-interest bearing; (iii) will not represent an equity or ownership interest in the Company; (iv) are not represented by any form ofcertificate or instrument. You are urged to also review the disclosure under “Certain U.S., Federal Income Tax Considerations” and consult your tax advisor prior to receiving or redeeming any Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Prospectus dated November 6, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSviiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviiiPRESENTATION OF F