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0002048271
IPO filing research

WeShop Holdings Ltd

Retail-Miscellaneous Retail · WSHP

follow-on trading priced Nasdaq EFFECT

WeShop Holdings Ltd IPO research page with SEC filing history, offering status, deal terms, structured filing extracts, company news, and comparable IPO context. Latest filing: EFFECT on 2026-10-13. Current deal snapshot: exchange Nasdaq.

Filing Timeline

SEC EDGAR
EFFECT effective
SEC effectiveness notice
SEC declared the registration statement effective, allowing the offering to proceed.
Follows DRS and marks the registration effective.
2026-10-13 · 9999999995-26-003229
EFFECT effective
SEC effectiveness notice
SEC declared the registration statement effective, allowing the offering to proceed.
First tracked pre-IPO filing for this issuer.
2026-10-13 · 9999999995-26-003228
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
Follows DRS/A and confirms the priced prospectus.
3,206,446 shares
Class A · Selling stockholders only · Use of proceeds Proceeds will go to the Selling Shareholders, with no proceeds to the company.
2026-10-13 · 0001493152-26-046880
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
Follows DRS and confirms the priced prospectus.
Price $1.64 · 6,000,000 shares · Gross proceeds $25,000,000
Class A · Exchange NASDAQ · Selling stockholders only · Use of proceeds to fund the Purchase Agreement · Flags foreign_private_issuer · Underwriters Roth Principal Investments, RCP, Compass Point
2026-10-13 · 0001493152-26-046878
424B3 priced
Final prospectus
Final prospectus filed near launch with final deal terms.
First tracked pre-IPO filing for this issuer.
12,500,000 shares
WePoints · Exchange Nasdaq · Ticker WSHP · Flags foreign_private_issuer
2026-10-01 · 0001493152-26-045380
F-1 filed
Initial foreign registration statement
Initial public filing for a foreign issuer submitted to start the SEC review process.
Follows DRS in the pre-IPO sequence.
Class A ordinary shares · Selling stockholders only
2026-09-29 · 0001493152-26-044697
F-1 filed
Initial foreign registration statement
Initial public filing for a foreign issuer submitted to start the SEC review process.
First tracked pre-IPO filing for this issuer.
4,835,589 shares · Gross proceeds $25,000,000
Class A · Exchange Nasdaq · Selling stockholders only · Use of proceeds Proceeds will go to selling stockholders, no issuer proceeds · Flags foreign_private_issuer · Underwriters Roth Principal Investments, RCP, Compass Point
2026-09-29 · 0001493152-26-044696
EFFECT effective
SEC effectiveness notice
SEC declared the registration statement effective, allowing the offering to proceed.
First tracked pre-IPO filing for this issuer.
2026-09-03 · 9999999995-26-002875
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
First tracked pre-IPO filing for this issuer.
12,500,000 shares
WePoints redeemable for Class A ordinary shares · Exchange Nasdaq · Use of proceeds No proceeds to the company; WePoints are user rewards
2026-09-03 · 0001493152-26-041390
EFFECT effective
SEC effectiveness notice
SEC declared the registration statement effective, allowing the offering to proceed.
Follows DRS and marks the registration effective.
2026-05-28 · 9999999995-26-001782
20-F supplemental
20-F
Pre-IPO filing captured from the SEC submission timeline.
First tracked pre-IPO filing for this issuer.
2026-04-30 · 0002048271-26-000015
424B3 priced
Final prospectus
Final prospectus filed near launch with final deal terms.
Follows 424B3 and confirms the priced prospectus.
12,500,000 shares
Exchange Nasdaq · Ticker WSHP
2025-12-22 · 0001493152-25-028736
424B3 priced
Final prospectus
Final prospectus filed near launch with final deal terms.
Follows 424B4 and confirms the priced prospectus.
3,980,128 shares
Class A · Exchange Nasdaq · Ticker WSHP · Selling stockholders only · Use of proceeds Selling stockholders with no issuer proceeds
2025-12-22 · 0001493152-25-028734
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
Follows 424B4 and confirms the priced prospectus.
12,500,000 shares
WePoints redeemable for Class A ordinary shares · Exchange Nasdaq · Ticker WSHP
WeShop Holdings Ltd, a BVI Business Company, reports declining financial performance with significant losses and reduced assets. The company operates as a foreign private issuer, benefiting from U.S. regulatory exemptions but facing risks related to competition, reliance on affiliate networks, and international expansion. Recent financial data shows a decrease in cash reserves and increasing liabilities, with operating losses widening in 2025 compared to 2024.
2025-11-19 · 0001493152-25-024312
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
Follows 424B4 and confirms the priced prospectus.
3,980,128 shares
Class A · Exchange Nasdaq · Ticker WSHP · Selling stockholders only · Use of proceeds Selling stockholders will sell their shares, and the company will not receive any proceeds. · Flags foreign_private_issuer, self_underwritten
WeShop Holdings Ltd's current 424B4 filing highlights declining revenues, strategic shifts toward U.S. expansion, and increased focus on product innovation. Net revenues for the six months ended June 30, 2025, dropped 63% to $0.3M compared to $0.8M in the same period in 2024, attributed to reduced affiliate commission income post-U.K. pilot and resource reallocation for the U.S. launch. The company emphasizes international growth opportunities, product innovation in AI, and mitigating macroeconomic challenges. Non-GAAP measures like Adjusted EBITDA are used to evaluate performance, with operating losses widening despite cost reductions in certain areas.
2025-11-19 · 0001493152-25-024299
424B4 priced
Final prospectus
Final prospectus filed after pricing with final deal terms.
Follows CERT and confirms the priced prospectus.
3,980,128 shares
Class A · Exchange Nasdaq Capital Market · Ticker WSHP · Selling stockholders only · Use of proceeds No proceeds to the company; resale by shareholders
WeShop Holdings Ltd's current 424B4 filing highlights financial performance updates, strategic shifts, and risk factors. The company reported a 63% revenue decline to $0.3M for the six months ending June 2025, attributed to post-U.K. pilot transition and focus on U.S. expansion. Cost of sales dropped 88% due to reduced contingent share expenses. Operating losses widened, but interest expenses decreased. The filing emphasizes international expansion opportunities, product innovation, and risks from macroeconomic volatility, seasonality, and reliance on affiliate networks. Non-GAAP metrics like Adjusted EBITDA are highlighted for performance evaluation.
2025-11-14 · 0001493152-25-023668
CERT inactive
CERT
Pre-IPO filing captured from the SEC submission timeline.
Follows 8-A12B in the pre-IPO sequence.
2025-11-13 · 0001354457-25-001125
8-A12B effective
Exchange Act registration
Registration filed to list the securities under the Exchange Act ahead of trading.
Follows F-1 and registers the class of securities for exchange listing.
2025-11-12 · 0001493152-25-021628
F-1 filed
Initial foreign registration statement
Initial public filing for a foreign issuer submitted to start the SEC review process.
Follows F-1/A in the pre-IPO sequence.
Class A · Exchange Nasdaq · Ticker WSHP · Flags foreign_private_issuer
WeShop Holdings Ltd, a BVI Business Company, filed an F-1 registration statement as a foreign private issuer, disclosing financial data showing significant operating losses and liabilities. The company, formerly Boanerges Limited, rebranded in 2021 and operates as an online shopping platform reliant on affiliate networks. Financials reveal declining assets, increasing liabilities, and substantial net losses in 2024 and 2023, with ongoing operational challenges and risks related to competition, user-generated content, and international expansion.
2025-10-17 · 0001493152-25-018485
F-1/A amended
Amended foreign registration statement
Updated foreign registration statement filed after SEC comments or deal changes.
Updates the prior DRS filing.
3,980,128 shares
Class A · Exchange Nasdaq · Ticker WSHP · Selling stockholders only · Use of proceeds No proceeds to the issuer; selling stockholders' shares · Flags foreign_private_issuer
WeShop Holdings Ltd's F-1/A filing highlights a strategic shift towards the U.S. market following the completion of its UK proof-of-concept phase, accompanied by significant financial challenges. Net revenues declined 63% to $0.3M for the six months ended June 30, 2025, driven by reduced affiliate commission income and a strategic reallocation of resources. Operating losses widened to $3.97M, with cost reductions primarily stemming from lower Shareback Contingent Share expenses. The company faces liquidity pressures, relying on affiliated support and potential future financings to sustain operations. The filing emphasizes ongoing losses, competitive risks, and the need for market expansion to achieve profitability.
2025-10-17 · 0001493152-25-018478
DRS filed
Draft registration statement
Draft registration filed confidentially before the public launch.
Begins the tracked draft filing sequence after F-1/A.
WeShop Holdings Ltd's current DRS filing includes restated consolidated financial statements as of December 31, 2024 and 2023, reflecting adjustments to share-based compensation accounting. The company reported significant net losses of $12.1M in 2024 and $61.4M in 2023, with an accumulated deficit of $84.1M as of December 31, 2024. The filing highlights ongoing liquidity challenges, reliance on private equity placements and convertible debt, and a social commerce business model generating revenue through advertising and platform commissions.
2025-09-26 · 0001493152-25-015797
F-1/A amended
Amended foreign registration statement
Updated foreign registration statement filed after SEC comments or deal changes.
Updates the prior F-1 filing.
WeShop Holdings Ltd's current F-1/A filing represents an amendment to its initial registration statement, primarily adding exhibits and updating corporate governance documents. The filing highlights the company's revenue model based on affiliate commissions and advertising, user growth strategies, and risks related to market expansion and macroeconomic factors. Key operational metrics and financial highlights from the previous filing remain unchanged, with no substantive revisions to core business descriptions.
2025-09-19 · 0001493152-25-014342
F-1 filed
Initial foreign registration statement
Initial public filing for a foreign issuer submitted to start the SEC review process.
Follows DRS/A in the pre-IPO sequence.
15,773,636 shares
Class A · Exchange Nasdaq Capital Market · Ticker WSHP · Selling stockholders only · Use of proceeds selling stockholders with no issuer proceeds
WeShop Holdings Ltd's F-1 filing outlines its business model centered on affiliate marketing and advertising revenue, with integration into major networks like Awin and Rakuten. The company reported a net loss of $12.1M in 2024, driven by declining advertising spend and high operational costs. Key metrics include a 10x higher conversion rate than industry averages and plans for US and international expansion. Non-GAAP measures like Adjusted EBITDA are emphasized for performance evaluation.
2025-09-15 · 0001493152-25-013544
DRS/A amended
Amended draft registration statement
Updated draft registration filed before the public launch.
Updates the prior DRS/A filing.
WeShop Holdings Ltd's current filing includes restated consolidated financial statements as of December 31, 2024 and 2023, reflecting adjustments to share-based compensation accounting. The company reported significant operating losses, with net losses of $12.1 million for 2024 and $61.4 million for 2023. The restatement corrected the treatment of contingent shares, changing recognition from a 12-month service period to immediate expense upon transaction verification. Financial statements show declining revenues and substantial cost reductions in sales/marketing and research & development, but ongoing challenges in profitability and cash flow.
2025-08-19 · 0001641172-25-024767
DRS/A amended
Amended draft registration statement
Updated draft registration filed before the public launch.
Updates the prior DRS/A filing.
WeShop Holdings Ltd's current DRS/A filing highlights growth strategies focused on user base expansion, monetization through affiliate and advertising revenue, and international market entry. The company acknowledges external risks including macroeconomic volatility, seasonality in advertising spend, and reliance on continued financing. Financial results show a significant decline in net revenues and operating losses, with a focus on cost management and product innovation. The filing emphasizes the need for additional capital to sustain operations amid ongoing losses and market uncertainties.
2025-07-10 · 0001641172-25-018485
DRS/A amended
Amended draft registration statement
Updated draft registration filed before the public launch.
Updates the prior DRS/A filing.
WeShop Holdings Ltd is preparing for its IPO, with the current filing detailing audited consolidated financial statements as of December 31, 2023, and 2022. The financial statements were restated to correct material misstatements. Legal matters are handled by Harney Westwood & Riegels LP, and the company faces risks related to service of process and enforcement of judgments in the U.S. due to its BVI incorporation and offshore operations.
2025-04-24 · 0001641172-25-005965
DRS/A amended
Amended draft registration statement
Updated draft registration filed before the public launch.
Updates the prior DRS/A filing.
WeShop Holdings Ltd's current DRS/A filing outlines its financial restructuring, legal counsel for the offering, and audit details. The filing includes restated consolidated financial statements for 2023 and 2022, with auditors highlighting material misstatements. It emphasizes the company's structure as a British Virgin Islands entity with operations outside the U.S., raising jurisdictional risks for U.S. investors. The registration statement references the prospectus and exhibits, noting the company's compliance with SEC requirements for foreign private issuers.
2025-03-31 · 0001641172-25-001376
DRS/A amended
Amended draft registration statement
Updated draft registration filed before the public launch.
Updates the prior DRS filing.
WeShop Holdings Ltd filed a DRS/A registration statement for a direct listing on Nasdaq Capital Market, reselling up to [ ] ordinary shares by registered shareholders. The filing outlines the process for listing without a traditional underwritten offering, emphasizing the novel price-setting mechanism by Nasdaq and the role of ThinkEquity LLC as financial advisor. The company highlights risks related to listing approval, market volatility, and lack of proceeds from shareholder sales.
2025-02-18 · 0001493152-25-007009
DRS filed
Draft registration statement
Draft registration filed confidentially before the public launch.
First tracked pre-IPO filing for this issuer.
WeShop Holdings Ltd has filed a confidential registration statement (DRS) for a direct listing on Nasdaq, bypassing a traditional IPO. The filing outlines the resale of up to [ ] ordinary shares by existing shareholders, with no firm-commitment underwriting. The company highlights risks related to the novel direct listing structure, including potential volatility, lack of public market history, and uncertainty around Nasdaq approval. The filing also notes the company's status as an emerging growth company and the absence of a public trading market for its shares.
2024-12-23 · 0001493152-24-051875
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Downside (p10)
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Recent News

WeShop Holdings updates capitalization ahead of direct listing By Investing.com
uk.investing.com · 2025-11-13T07:34:00.000Z