WeShop Holdings Ltd reporting persons jointly disclose beneficial ownership positions in the issuer's Class A ordinary shares. The four Reporting Persons together hold 6,314,218 shares, representing 57.59% of the 10,963,783 Ordinary Shares outstanding as of December 31, 2025, as stated in the filing. Individual holdings reported include 2,453,125 (Sidney PTC), 2,083,333 (Community Social Investment Ltd), 1,003,938 (FFIH Ltd) and 773,822 (Max Capital Ltd).
The filing describes voting and dispositive arrangements (who has sole voting/dispositive power) and states the Reporting Persons expressly disclaim membership in any Section 13(d) "group" despite noting they "may have been deemed" a group in connection with the issuer's public offering.
Positive
None.
Negative
None.
Insights
Large, concentrated holdings and overlapping directors are disclosed.
The filing lists four entities holding a combined 6,314,218 shares, or 57.59% of the 10,963,783 shares outstanding as of December 31, 2025. Several named individuals serve as directors or officers of the issuer and are connected to the reporting entities, which concentrates influence within a small group.
Key dependencies: the aggregate percentage is computed from the issuer's stated outstanding share count and the filing notes potential group treatment tied to the issuer's public offering. Subsequent filings may clarify any formal voting arrangements or changes in beneficial ownership.
Filing follows Rule 13d reporting conventions while disclaiming group status.
The statement is submitted jointly under Rule 13d-1(k) and discloses sole voting and dispositive powers for each reporting entity. It also contains an explicit disclaimer denying existence of a Section 13(d) "group" despite describing circumstances where group status "may" be deemed.
Material qualifier: the filing ties percentages to the issuer's Form 20-F count. Investors should watch future beneficial ownership amendments for any changes in voting arrangements or transfers.
Key Figures
Aggregate reported holdings:6,314,218 sharesPercent of class:57.59%Sidney PTC holding:2,453,125 shares+4 more
7 metrics
Aggregate reported holdings6,314,218 sharesCombined holdings of the four Reporting Persons
Percent of class57.59%Based on 10,963,783 Ordinary Shares outstanding as of <date>December 31, 2025</date>
Sidney PTC holding2,453,125 sharesSole voting and dispositive power claimed by Sidney PTC
Community Social Investment Ltd holding2,083,333 sharesSole voting and dispositive power claimed by CSIL
FFIH Ltd holding1,003,938 sharesSole voting and dispositive power claimed by FFIH
Max Capital holding773,822 sharesSole voting and dispositive power exercised by a majority vote of named individuals
Outstanding shares used for calc10,963,783 sharesShares outstanding as of <date>December 31, 2025</date> per issuer Form 20-F
Key Terms
beneficially owned, Rule 13d-1(k), Section 13(d) "group", sole dispositive power
4 terms
beneficially ownedregulatory
"Amount beneficially owned: See response to row 9 on each cover page"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Rule 13d-1(k)regulatory
"This Statement is being jointly filed... pursuant to Rule 13d-1(k)"
Section 13(d) "group"regulatory
"may have been deemed to be acting as a "group" under Section 13(d)(3)"
sole dispositive powerfinancial
"Sole Dispositive Power 2,453,125.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
How many shares does the WeShop (WSHP) group report holding?
The joint filing reports 6,314,218 shares held by the Reporting Persons. This equals 57.59% of 10,963,783 Ordinary Shares outstanding as of December 31, 2025, as stated in the filing.
Which entities are included in the WeShop (WSHP) joint filing?
The statement is jointly filed by Sidney PTC Ltd, Community Social Investment Ltd, FFIH Ltd, and Max Capital Ltd. Each entity reports sole voting and dispositive power over its stated shares.
Who has voting or dispositive power over the reported shares?
Reported sole voting/dispositive power is: Sidney PTC 2,453,125, CSIL 2,083,333, FFIH 1,003,938, Max Capital 773,822. The filing names the directors/executives who exercise those powers.
Does the filing say these entities form a Section 13(d) "group"?
The filing notes the Reporting Persons "may have been deemed" a group in connection with the public offering but also expressly disclaim membership in any Section 13(d) "group" and disclaim beneficial ownership of each other's shares.
What outstanding share count is used to calculate percentages?
Percentages are calculated based on 10,963,783 Ordinary Shares outstanding as of December 31, 2025, per the issuer's Form 20-F referenced in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WeShop Holdings Ltd
(Name of Issuer)
Class A ordinary shares, no par value
(Title of Class of Securities)
G1472N125
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G1472N125
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,453,125.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,453,125.00
8
Shared Dispositive Power
0.00
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)
11
Percent of class represented by amount in row (9)
22.37 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The reported percentage is calculated based on 10,963,783 Class A ordinary shares ("Ordinary Shares") outstanding as of December 31, 2025, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
G1472N125
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:
5
Sole Voting Power
2,083,333.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,083,333.00
8
Shared Dispositive Power
0.00
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
Comment for Type of Reporting Person: The reported percentage is calculated based on 10,963,783 Ordinary Shares outstanding as of December 31, 2025, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
G1472N125
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:
5
Sole Voting Power
1,003,938.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,003,938.00
8
Shared Dispositive Power
0.00
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
Comment for Type of Reporting Person: The reported percentage is calculated based on 10,963,783 Ordinary Shares outstanding as of December 31, 2025, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
SCHEDULE 13G
CUSIP Number(s):
G1472N125
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
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
773,822.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
773,822.00
8
Shared Dispositive Power
0.00
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
Comment for Type of Reporting Person: The reported percentage is calculated based on 10,963,783 Ordinary Shares outstanding as of December 31, 2025, as reported on the Issuer's Form 20-F filed with the SEC on April 30, 2026.
SCHEDULE 13G
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 Number(s):
G1472N125
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.
(c)
Number of shares as to which the person has:
(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.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
Sidney PTC Ltd
Signature:
/s/ Oliver Egerton-Vernon
Name/Title:
Oliver Egerton-Vernon, Director of G.B. Directors Limited (Director)
Date:
06/12/2026
Community Social Investment Ltd
Signature:
/s/ Paul Ellerbeck
Name/Title:
Paul Ellerbeck, Director
Date:
06/12/2026
FFIH Ltd
Signature:
/s/ John Foley
Name/Title:
John Foley, Director
Date:
06/12/2026
Max Capital Ltd
Signature:
/s/ John Foley
Name/Title:
John Foley, Director
Date:
06/12/2026
Exhibit Information
99.1 Joint Filing Agreement, dated June 12, 2026
99.2 Signature Page, dated June 12, 2026
