UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
_______________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42951
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WeShop Holdings Limited
_______________________
Hawk House
22 The Esplanade
Jersey,
JE1 1HH
Channel Islands
+44 (808) 196-8324
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On April 28, 2026, WeShop Holdings Limited (the “Company”) issued a press release reporting financial results for the fiscal year ended December 31, 2025. On April 28, 2026, the Company also made available an investor presentation on its website. Copies of the press release and investor presentation are attached hereto as Exhibits 99.1 and 99.2, respectively.
Exhibits 99.1 and 99.2 to this Report on Form 6-K (this “Report”) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.
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Exhibit Number | | Description |
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| 99.1 | | Press Release, dated April 28, 2026. |
| 99.2 | | Investor Presentation, dated April 28, 2026. |
Cautionary Note Regarding Forward-Looking Statements
This Report includes statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act that involve significant risks and uncertainties. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “anticipates,” “believes,” “continues,” “could,” “estimates,” “forecasts,” “intends,” “expects,” “may,” “plans,” “predicts,” “projects,” “proposes,” “seeks,” “should,” “targets” or “will” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.
Such forward-looking statements are based on available current market information and the current expectations of WeShop including beliefs and forecasts concerning future developments and the potential effects of such developments on the Company. Factors that may impact such forward-looking statements include: our ability to launch and expand our business in the United States and other markets outside the United Kingdom; our ability to issue shares pursuant to the ShareBack™ program; competition, management of growth and potential fluctuations in operating results; our ability to identify suitable partners and agree on acceptable commercial terms; our ability to obtain, maintain, protect, defend and enforce our intellectual property rights; future results of operations, cost of revenues, investment in research and development activities, promotion of our services through performance-based advertising and other programs, changes to our disclosure controls and internal control over financial reporting, trends in operating expenses and provision for income taxes, increased costs associated with being a public company and share-based compensation expenses;
business strategies, including expansion into new products, categories or geographic markets and investments to enhance our technology platform and services; the industry environment, including our relationships with affiliate partners and other key stakeholders; the effects of seasonality; our ability to obtain additional financing required to support the growth of our business; and other risks and uncertainties that are more fully described in filings made, or to be made, by the Company with the U.S. Securities and Exchange Commission (the “SEC”), including in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC. The foregoing list of factors is not exhaustive. Reported results should not be considered an indication of future performance. There may be additional risks that the Company and its management presently do not know about or that the Company and its management currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESHOP HOLDINGS LIMITED
By: /s/ Paul Ellerbeck
Name: Paul Ellerbeck
Title: Chief Executive Officer
Date: April 28, 2026
WeShop Releases Full Year 2025 Financial Results ● Completed listing on Nasdaq, enabling the launch of WeShop’s equity-driven loyalty platform and ShareBack™ model and supporting the Company’s transition to its next phase of growth ● Commenced exercises under the Company’s Performance Incentive Grant program following listing, generating approximately $2.75 million in proceeds to support working capital and ongoing North American expansion initiatives ● Built on UK proof of concept, which processed approximately $140 million in GMV with strong organic, referral-driven dynamics ● Advanced U.S. market entry with initial rollout and beta testing of the WeShop app and early user engagement ahead of broader launch initiatives ● Continued expansion of retail partnerships, strengthening the platform’s aggregated marketplace offering with access to over one billion products ● Launched creator-focused and affiliate marketing initiatives to drive community-led growth and scalable user acquisition channels ● Began establishing U.S. operational presence, including recruitment across leadership and key functions NEW YORK (April 28, 2026) -- WeShop Holdings Limited (“WeShop” or the “Company”) (NASDAQ: WSHP), the world’s first community-owned social commerce platform, will announce its financial results for the full year ended December 31, 2025 during a conference call with analysts and investors today at 7 a.m. ET. The Company expects to file its Annual Report on Form 20-F for the year ended December 31, 2025 with the Securities and Exchange Commission later this week. The results discussed on the call will reflect the financial information expected to be included in that filing. “WeShop was founded on a simple belief that the future of commerce should belong to the people who power it, and the value created should be shared with those who make it possible,” said John Garner, founder of WeShop. “We see the next evolution of loyalty not in more points, cashback, or coupons, but in giving shoppers real ownership in the platform itself. By enabling consumers to earn equity through everyday purchases, we’re turning customers into owners and shaping a new model of community- driven commerce. Through our ShareBack™ program, shoppers earn WePoints that may convert into WeShop stock, meaning that whether they’re buying pet food, sneakers, booking travel, or purchasing beauty products, they’re steadily building a stake in the platform. Listing on Nasdaq in November marked the starting point for what WeShop is meant to become. It brings transparency, scale, and real market value to our vision, but more importantly, it allows our community to finally begin to share in that value. WeShop allows users to explore over one billion products, recommend items to friends, and earn rewards for both shopping and referrals. Through WeShop’s signature ShareBack™ program, users can accumulate WePoints with every purchase or referral. WePoints may be converted into equity in WeShop itself, turning everyday shoppers into shareholders.” Conference Call Details To access the call today at 7 a.m. ET, follow the instructions below via phone or webcast. An audio replay will be available at the investor relations section of the WeShop website beginning approximately two hours following the end of the conference call. Audience Webcast link: https://www.investis-live.com/weshop/69e252b03d1719000fc37fcb/rthbg
Operator Assisted Dial-In: United Kingdom (Local): +44 20 3936 2999 United Kingdom (Toll-Free): +44 808 189 0158 Global Dial-In Numbers Access Code: 215817 Press *1 to ask a question, *2 to withdraw your question, or *0 for operator assistance. Please refer to the Global Dial-In Numbers hyperlink for alternate phone numbers. About WeShop WeShop Holdings Limited (NASDAQ: WSHP) is a pioneering social-commerce platform transforming retail through community ownership. Designed to merge shopping, sharing, and investing, WeShop rewards users with equity for their engagement through its proprietary ShareBack™ program, turning everyday purchases and referring friends who shop through the platform into real ownership. With partnerships spanning hundreds of top retailers and over a billion products, WeShop empowers users to build long-term wealth while discovering and sharing what they love. By combining e-commerce, social interaction, and user ownership, WeShop is leading a global retail revolution—where everyone can earn ownership in the company. ShareBack™ Rewards The offer and sale of WePoints is registered on a Registration Statement on Form F-1 originally filed with the SEC on October 17, 2025 (the “ShareBack Prospectus”). Users may obtain a copy of the ShareBack Prospectus and enroll in the program through our website at https://investors.we.shop/sec-filings. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities. The offer is being made only pursuant to the ShareBack Prospectus. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including the ability for the WeShop community to earn ownership in WeShop. These forward-looking statements are based on current expectations and WeShop assumes no obligation to update this information. In addition, the events described in these forward-looking statements may not actually arise or may occur in a different manner than anticipated as a result of various factors, including market conditions, as well as other factors described from time to time in WeShop's filings with SEC, including its Registration Statement on Form F-1 filed October 17, 2025 and any amendments thereto available at www.sec.gov. Press: weshop@skyya.com Corporate: corporate@we.shop Commercial: partnerships@we.shop IR: investor.relations@we.shop
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. Shopping Starts Here NASD AQ: WSHP April 2026
Disclaimer WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, 3rd Floor, Johnsons Ghut, Tortola, British Virgin Islands. 2 For the purposes of this disclaimer, the "Overview" or "this document" means the following Overview and the information contained in it, prepared by WeShop Holdings Limited (the "Company"). In viewing this Overview, you agree to be bound by the followin g terms and conditions. This document shall not be copied, reproduced or distributed in whole or in part at any time without the prior written consen t of the Company. No representations or warranties are made by the Company or any of their respective members, partners, shareholders, affiliates, directors, officers, employees, advisors, or agents (collectively, the “Parties”) as to the accuracy, adequacy, timeliness, c ompleteness or reasonableness of any of the information herein (or any subsequent oral or written information), and none of the Parties will have any liability to any person with respect to any use of, or reliance upon, any such information. The recipient further ac knowledges that the material in this presentation has been prepared by the Company and is general background information about its activ ities as of the date of this presentation, unless otherwise specif ied. The information is given in summary form and does not pur port to be complete. This Overview is for information purposes only, and shall not constitute an offer to purchase or sell, or the solicitation of an offer to purchase or sell, any securities in any jurisdiction where such an offer or solicitation would be in violation of an y local laws. Nothing contained herein constitutes tax, accounting, financial, investment, regulatory, legal or other advice, and all investors are advised to consult with their tax, accounting, f inancial, investment, regulatory or legal advisers regarding any potential inve stment. The information presented in these materials has been developed internally and/or obtained from sources believed to be reliable; however, the parties do not guarantee or give any warranty as to the accuracy, adequacy, timeliness or completeness of such information, and assume no responsibility for independent verif ication of such information. Market data and industry information used throughout this Overview are based on management's knowledge of the industry in which the Company operates, including information regarding expected market growth trends and our total addressable market, is based on information from independent industry and research organizations, other third-party sources and management estimates. All of the market data and industry information used in this Overview involves a number of assumptions and limitations, and you are cautioned not to give undue w eight to such estimates. Although the Company believes that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verif ied this information. While the Company believes the est imated market position, market opportunity and market size information included in this Presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projecti ons. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above . Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. These and other factors could cause results to dif fer materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This document may contain certain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this document, including statements regarding the ability for the WeShop community to earn ownership in WeShop, the Company’s future financial position, business strategy and plans, business model and approach and ob jectives of management for future operations, are forward-looking statements and reflect the current views and/or expectations of management of the Company. Forward-looking statements in this document may use words like “anticipate”, “believe”, “could”, “est imate”, “expect”, “future”, “intend”, “may”, “opportunity”, “plan”, “potential”, “project”, “seek”, “will” and similar terms. The Company’s actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors. Any forward-looking statements in this document are based on current expectations and information only as of the date of this document, and the forward-looking events discussed in this document might not occur. Therefore, investors should not place any reliance on any forward-looking statements. Recipients are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on this forward-looking information. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings, or otherwise. Furthermore, this document includes information relating to past performance, which is not an indication of future results. This Overview may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but the Company will assert, to the fullest extent under appli cable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. By accepting the Overview, you will be taken to have irrevocably represented, warranted and undertaken to the Company that you have read and agree to comply with, and be bound by, the contents of this disclaimer.
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 4 To create a world-first, digital social-shopping experience whilst simultaneously democratizing and transferring ownership of the Company to our community. The WeShop Mission To create a new dynamic of consumer ownership through the most intelligent shopping app in the world based on community, technology and ownership. The WeShop Vision
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 5 Shareback [share • back] noun a reward offered exclusively to users of the WeShop community, whereby users receive shares in WeShop for shopping online, and referring their friends to transact on the WeShop platform.
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 6 £108.5m Gross Merchandise Value2 30 Jun 2022 – 31 Mar 2025 £124.42 Average Order Value5 30 Jun 2022 – 31 Mar 2025 Pilot Highlights 872,428 Total Transactions8 30 Jun 2022 – 31 Mar 2025 UK Pilot Invitation Access Users initially required a special invitation link to join the platform from another user. Audience & Demographic Target audience had limited knowledge of the stock market. Non-Traditional Digital Acquisition No PPC or traditional digital acquisition marketing. 26.3% 1st Purchase Conversion4 30 Jun 2022 – 31 Mar 2025 71.69k Unique Transacting Users1 30 Jun 2022 – 31 Mar 2025 500+ Active UK Retail Partners3 As of Mar 2025 156,226 Social Interactions6 30 Jun 2022 – 31 Mar 2025 £1,480.77 Average GMV per User (Founder)7 30 Jun 2022 – 31 Mar 2025 1 Count of unique transacting users making one or more purchase during the selected period. 2 GMV shows the sum of transactions made during the selected period, this includes transactions that have been declined and excludes sale value reductions due to part ial returns or fees. 3 Total active retailers available on the WeShop mobile app for the UK market. 4 Shows the mean average convers ion rate of users who have an account on WeShop and made at least one purchase. 5 Shows mean average of transaction value, non-weighted. 6 Shows the total number of social interact ions, defined as likes, comments, questions & recommendations . 7 Shows the mean average, non-weighted GMV per user (from sales made during selected period), exclus ive to referrals driven by users with Founder status. 8 Shows the total number of transactions processed by the system.
Aggregated Network of Thousands of Retailers, Such as… WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 8 WeShop Portal Hosting hundreds of retailers and millions of products Partnered with over 1,000 retailers in the UK Partnered with over 500 retailers in the US
How to Earn Shares via Shareback WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 9 BROWSE RETAILERS ACTIVATE SHAREBACK CHE CK-OUT AS NORMAL REF ER YOU R FRIENDS SHARE THE LINK SEE YOUR REFE RRED PURCH ASES Shareback rewards users with WePoints when they shop or make referrals who shop, and those WePoints can later be exchanged for WeShop shares held in the WeShop Community Trust. Shopping as Normal via WeShop Referring Friends
User-Generated Content WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. $1.24 trillion 2023 US ONLINE SPEND1 266 million US ONLINE CONSUMERS2 44% US CONSUMER S WITH STOCKBR OKING ACCOUNTS3 $2,408 US HOUSEHOLD SPEND IN Q4 234 13.2% EXPECTED CAGR FOR LOYALTY MARKET IN US (2025-2029)5 Size of US Opportunity Online Retail Loyalty Programs Stock Ownership 77% US CONSUMER S TRUST USER-GENERATED CONTENT6 53% US CONSUMER S BELIEVE UGC IMPACTS THEIR PURCHASE DECISION648% OF US CONSUMER S SIGN-UP TO LOYALTY PROR GRAMS FOR DISCOUNTS ON PRODUCTS7 19 AVERAGE NUMBER OF LOYALTY PROGRAM MEMBERSHIPS PER US CONSUMER IN 20249 85% OF US ADULTS BELONG TO AT LEAST ONE LOYALTY PROGRAM (2024)8 87% OF HIGH INCOME US ADULTS ($100K+ HOUSEHOLD INCOME) OWN STOCKS11 $310k AVERAGE BALANCE ACROSS SELF- DIRECTED BROK ERAGE ACCOUNTS (401Ks) IN 2023 10 20% OF ECOM MERCE SALES DRIVEN BY SOCIAL MEDIA IN Q4 202412 1 Online Shopping Statistics: US Online Spend, Capit al One Shopping, February 2025 2 Online Shopping Statistics: US Consumers, Capit al One Shopping, February 2025 3 Pollfish Survey – Extrapolated to Total US Adult s, Pollfish Surveys, September 2024 4 Online Shopping Statistics: Average Household Spend Q423, Capit al One Shopping, February 2025 5 Unit ed St at es Loyalty Programs Market Intelligence and Future Growth Dynamics, ResearchandMarkets, January 2025 6 Survey: The Ever-Growing Power of Rev iews (2023 Edition), PowerReviews.com, April 2023 7 Discounts are the leading reason consumers sign up for loyalty programs, eMarket er, April 2024 8 The State of Ret ail Loy alty in 2024, Forrester, August 2024 9 Average number of act iv e and tot al loyalt y program memberships in the US 2015-2024, St atist a, March 2025 10 US Stock O wnership is High but Unequally Dist ributed, St atist a, August 2024 11 Schwab R eport: Self-Directed 401(k) inv est or balance rises, allocat ions remain st eady in fourth quarter, Charles Schwab March 2024 12 US Online Shopping Hit Record $282bn during Holiday Season, Investopedia, January 2025
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. 11 Future Growth Opportunities
WeShop Holdings L imited. Company Number: 2046056 Registered Office: M andar H ouse, Johnsons Ghut, Tortola, British Virgin Islands. Shopping Starts Here NASD AQ: WSHP