This prospectus relates to the offer and sale from time to time of up to 6,000,000 Class A ordinary shares, no par value ("Class A ordinary shares"), of WeShop Holdings Limited (the "Company", "we" or "us"), by Roth Principal Investments, LLC, whom we refer to in this prospectus as "Roth Principal Investments" or the "Selling Shareholder."
The Class A ordinary shares to which this prospectus relates may be issued by us to Roth Principal Investments pursuant to the Ordinary Shares Purchase Agreement, dated as of September 9, 2026, by and among us and Roth Principal Investments (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Selling Shareholder has committed to purchase, at our discretion, up to $25,000,000 of our Class A ordinary shares (such shares, the "Purchase Shares"). As of the date of this prospectus, we have not issued any of our Class A ordinary shares to Roth Principal Investments under the Purchase Agreement.
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