WeShop Holdings Ltd reports a beneficial ownership filing by John B. Garner showing 3,000,000 Class A ordinary shares attributable to the reporting person, consisting of 549,290 shares currently held and 2,450,710 shares issuable upon exercise of options. The filing states this represents 21.48% of 11,513,073 Class A ordinary shares outstanding as of June 19, 2026. The filing also notes 773,822 Class A ordinary shares held by Max Capital Limited are disclaimed by the reporting person.
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Insights
Holder reports option-forward position equaling 21.48% of Class A shares.
The filing states the reporting person beneficially owns 549,290 Class A ordinary shares and holds options for 2,450,710 additional shares, totaling 3,000,000 shares and 21.48% of the reported Class A outstanding as of June 19, 2026.
Ownership attribution is qualified: the filer disclaims beneficial ownership of 773,822 shares held by Max Capital Limited. Subsequent disclosures may clarify exercise timing or any voting arrangements.
Key Figures
Beneficial ownership total:3,000,000 sharesPercent of class:21.48%Shares outstanding (used):11,513,073 shares+1 more
4 metrics
Beneficial ownership total3,000,000 shares549,290 held + 2,450,710 issuable upon exercise
Percent of class21.48%Based on 11,513,073 Class A shares outstanding as of June 19, 2026
Shares outstanding (used)11,513,073 sharesOutstanding as of June 19, 2026 (issuer-provided)
Shares disclaimed (Max Capital)773,822 sharesHeld by Max Capital Limited and disclaimed by reporting person
Key Terms
issuable upon exercise, beneficially owned, disclaims beneficial ownership
3 terms
issuable upon exercisefinancial
"2,450,710 Class A ordinary shares issuable upon exercise of options"
beneficially ownedregulatory
"Amount beneficially owned: See response to row 9 on the 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.
disclaims beneficial ownershipregulatory
"the Reporting Person does not have the power to direct voting or dispositive decisions and so disclaims beneficial ownership"
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What stake does John B. Garner report in WeShop Holdings (WSHP)?
He reports beneficial ownership of 3,000,000 Class A shares (21.48%). This comprises 549,290 currently held shares and 2,450,710 shares issuable upon exercise of options, using 11,513,073 shares outstanding as of June 19, 2026.
How is the 3,000,000 share total composed in the filing?
The total is 549,290 shares owned plus 2,450,710 issuable on option exercise. The filing explicitly breaks the reported securities into those currently held and those issuable upon exercise by the reporting person.
Does the filing include shares held by Max Capital Limited?
No; 773,822 Class A shares held by Max Capital Limited are disclaimed. The reporting person states he is a member of Max Capital Limited but disclaims voting and dispositive power over those shares.
What outstanding share count does the filing use to calculate percentage ownership?
The percentage is calculated using 11,513,073 Class A shares outstanding as of June 19, 2026. The filing ties the 21.48% figure to that outstanding share count and the 2,450,710 option‑issuable shares.
Who signed the filing on behalf of the reporting person?
The filing is signed by Johnny Hickling as attorney‑in‑fact. The signature references an Exhibit 99.1 Power of Attorney incorporated by reference to an earlier Form 3 filed June 3, 2026.
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
John B. Garner
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
3,000,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,000,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000.00
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)
21.48 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Represents 549,290 Class A ordinary shares and 2,450,710 Class A ordinary shares issuable upon exercise of options held by the Reporting Person.
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 2,450,710 Class A ordinary shares issuable in respect of options held by the Reporting Person.
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 filed by John B. Garner, 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 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 the cover page.
The reported securities represent (i) 549,290 Class A ordinary shares and (ii) 2,450,710 Class A ordinary shares issuable upon exercise of options held by the Reporting Person.
The reported securities do not include 773,822 Class A ordinary shares held by Max Capital Limited, which were separately reported on a Schedule 13G filed on June 12, 2026. 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 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 2,450,710 Class A ordinary shares issuable in respect of options held by the Reporting Person.
(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 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.
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.
John B. Garner
Signature:
/s/ Johnny Hickling
Name/Title:
Johnny Hickling, as attorney-in-fact
Date:
06/23/2026
Comments accompanying signature: Exhibit 99.1 Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed by the Reporting Person on June 3, 2026)
