Business Context and Reporting Period
This Form 6-K filing by WeShop Holdings Ltd, dated November 13, 2025, reports on the effectiveness of its registration statements (Nos. 333-290275 and 333-290942) filed on Form F-1. The filing details the company's direct listing and the conversion of certain indebtedness into Class A Ordinary shares. The financial data presented reflects the capitalization as of June 30, 2025, adjusted for transactions occurring between that date and the commencement of the offering.
Key Financial Metrics
The filing provides a capitalization table rather than a full income statement or cash flow statement. Key figures as of June 30, 2025, are as follows:
- Cash and Cash Equivalents: £102,600 (Actual and As Adjusted).
- Total Indebtedness (Actual): £6,469,205, primarily consisting of convertible notes.
- Total Indebtedness (As Adjusted): £1,525,426, reflecting the conversion of convertible notes and the addition of a £1,250,000 on-demand loan.
- Total Shareholders' Equity (Actual): £3,722,944.
- Total Shareholders' Equity (As Adjusted): £10,464,989.
- Accumulated Deficit: (£88,033,765).
- Outstanding Shares: 23,437,064 ordinary shares (10,937,064 Class A and 12,500,000 Class B).
Material Changes Versus Prior Period
The filing highlights significant structural changes to the company's capitalization rather than operational performance changes:
- Debt Conversion: Approximately £5.0 million in convertible notes (actual basis) are converted into Class A ordinary shares in the "As Adjusted" scenario, reducing total indebtedness from £6.47 million to £1.53 million.
- New Financing: An additional £1,250,000 on-demand loan is included in the adjusted figures to fund working capital and offering costs.
- Equity Increase: Total shareholders' equity increases from £3.72 million to £10.46 million due to the conversion of debt to equity.
Guidance, Outlook, and Risks
The filing does not provide forward-looking financial guidance, revenue projections, or management commentary on future operational performance. Key contingencies and unusual items include:
- Direct Listing: The company is proceeding with a direct listing under the effective Form F-1.
- Share Conversion: Class B ordinary shares held by the WeShop Community Trust convert on a one-for-one basis to Class A shares upon transfer to WePoints holders.
- Loan Restriction: The new £1,250,000 on-demand loan cannot be redeemed for payment for at least 365 days following the offering.
- Corporate Governance: The company has adopted an amended and restated memorandum and articles of association in connection with the offering.
Investor Verification Checklist
- Verify the final number of shares outstanding post-listing, considering the conversion of Class B shares held by the WeShop Community Trust.
- Confirm the terms and repayment schedule of the £1,250,000 on-demand loan included in the adjusted capitalization.
- Review the full Form F-1 (Nos. 333-290275 and 333-290942) for detailed risk factors and use of proceeds not fully elaborated in this 6-K.
- Assess the impact of the £88 million accumulated deficit on future profitability and liquidity requirements.
- Examine the amended and restated memorandum and articles of association (Exhibit 3.1) for changes in shareholder rights.