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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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WeShop Holdings Ltd (Name of Issuer) |
Class A ordinary shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Sidney PTC Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,453,125.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
22.37 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Community Social Investment Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,083,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
FFIH Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,003,938.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Max Capital Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
773,822.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
WeShop Holdings Ltd | |
| (b) | Address of issuer's principal executive offices:
Hawk House, 22 The Esplanade, Jersey, Y9, JE1 1HH | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) Sidney PTC Ltd, a Jersey corporation ("Sidney PTC");
(ii) Community Social Investment Ltd, a United Kingdom corporation ("CSIL");
(iii) FFIH Ltd, a United Kingdom corporation ("FFIH"); and
(iv) Max Capital Ltd, a Jersey corporation ("Max Capital"). | |
| (b) | Address or principal business office or, if none, residence:
(i) The address of Sidney PTC is First Floor, Durell House, 28 New Street, St Helier, Jersey, JE2 3RA.
(ii) The address of CSIL is 10 Queen Street Place, London, United Kingdom, EC4R1AG.
(iii) The address of FFIH is c/o Dains Accountants Limited, 3rd Floor, Chamberlain Square, Birmingham, B3 3AX, United Kingdom.
(iv) The address of Max Capital is 22 the Esplanade, St Helier, Jersey, JE11HH. | |
| (c) | Citizenship:
See response to row 4 on each cover page hereto. | |
| (d) | Title of class of securities:
Class A ordinary shares, no par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on each cover page hereto.
The reported securities are held as follows:
(i) 2,453,125 Ordinary Shares held by Sidney PTC. Sidney PTC serves as trustee for the Original Trust, a trust formed in the Isle of Jersey. Sidney PTC exercises voting and dispositive control over the Original Trust, by a majority vote of two individuals, G.B. Directors Limited, and G.B. Directors 2 Limited. Oliver Egerton-Vernon and Oana Crisan are two of the three directors of each of G.B. Directors Limited and G.B. Directors 2 Limited.
(ii) 2,083,333 Ordinary Shares held by CSIL, for which Paul Ellerbeck has sole voting and dispositive power.
(iii) 1,003,938 Ordinary Shares held by FFIH, for which John Foley has voting and dispositive power.
(iv) 773,822 Ordinary Shares held by Max Capital, for which voting and dispositive power is exercised by a majority vote of John Foley, John Garner, and Paul Teasdale.
Each of Oliver Egerton-Vernon, Oana Crisan, Paul Ellerbeck, John Foley, John Garner, and Paul Teasdale serve as a director and/or executive officer of the Issuer. In connection with the Issuer's public offering, the Reporting Persons may have been deemed to be acting as a "group" under Section 13(d)(3) of the Act and Rule 13d-5(b) thereunder, which group would hold an aggregate of 6,314,218 Ordinary Shares, representing 57.59% of the outstanding Ordinary Shares, based on 10,963,783 outstanding shares as of December 31, 2025. Each of the Reporting Persons expressly disclaim the existence of, or membership in, any such "group" as well as beneficial ownership with respect to any Ordinary Shares beneficially owned by each of the other Reporting Persons.
Neither the filing of this Statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owners of any of the Ordinary Shares referred to herein or members of a "group" for purposes of Section 13(d) or Section 13(g) of the Act or otherwise. | |
| (b) | Percent of class:
See responses to Item 4(a) and to row 11 on each cover page hereto, each of which is incorporated into this Item 4(b) hereof. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to row 5 on each cover page hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement, dated June 12, 2026
99.2 Signature Page, dated June 12, 2026 |