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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
John Robert Foley | ||||||||
| 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
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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
950,000.00 | ||||||||
| 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)
7.62 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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 filed by John Robert Foley, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
Hawk House, 22 The Esplanade, St Helier, Jersey, JE1 1HH | |
| (c) | Citizenship:
See response to row 4 on the cover page. | |
| (d) | Title of class of securities:
Class A ordinary shares, no par value | |
| (e) | CUSIP No.:
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| 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 the cover page.
The reported securities represent 950,000 Class A ordinary shares issuable upon exercise of options held by the Reporting Person.
The reported securities do not include 1,003,938 Class A ordinary shares held by FFIH Limited or 773,822 Class A ordinary shares held by Max Capital Limited, each of which were separately reported on a Schedule 13G filed on June 12, 2026 (the "Separate 13G"). Although a member of Max Capital Limited, the Reporting Person does not have the power to direct voting or dispositive decisions and so disclaims beneficial ownership of the securities held by Max Capital Limited. The Reporting Person and his spouse share voting and dispositive power over the shares held by FFIH Limited, and, as such, may be deemed to beneficially own the securities previously reported on the Separate 13G.
The filing of this Statement shall not be deemed an admission of beneficial ownership by the Reporting Person for purposes of Section 13(d) or 13(g) or for any other purpose. | |
| (b) | Percent of class:
See response to row 11 on the cover page.
The reported percentage is calculated based on 11,513,073 Class A ordinary shares outstanding as of June 19, 2026, based on information provided by the Issuer, and as increased by 950,000 Class A ordinary shares issuable in respect of options held by the Reporting Person. %
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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 the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page. | ||
| 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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