Form 8-A12B/A WeShop Holdings Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A/A

Amendment No. 1

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

WeShop Holdings Limited

(Exact name of registrant as specified in its charter)

 

 

British Virgin Islands		NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Hawk House

22 The Esplanade

Jersey,

JE1 1HH

Channel Islands

+44 (808) 196-8324

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which  each class is to be registered
Class A ordinary shares, no par value		The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-290275

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

EXPLANATORY NOTE

 

 

 

This Form 8-A/A is being filed to correct the name of the exchange on which WeShop Holdings Limited, a BVI Business Company limited by shares and incorporated in the British Virgin Islands (the “Registrant”), Class A ordinary shares are registered from “Nasdaq Capital Market” to “The Nasdaq Stock Market LLC.”

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The description of the Class A ordinary shares, no par value, of the Registrant as set forth under the caption “Description of Shares and Memorandum and Articles of Association” in the prospectus forming a part of the Registration Statement on Form F-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2025 (Registration No. 333-290275), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

 

Such descriptions are incorporated herein by reference.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	WeShop Holdings Limited
Date: November 13, 2025
	By:	/s/ Johnny Hickling
	Name:	Johnny Hickling
	Title:	Chief Financial Officer

 

 

 

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