UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Mark One)

OR

For the Fiscal Year Ended to December 31, 2025

OR

For the transition period from to

OR

Date of event requiring this shell company report:

Commission file number: 001-42951

WeShop Holdings Limited

(Exact name of registrant as specified in its charter)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Hawk House, 22 The Esplanade

JE1 1HH, Jersey, Channel Islands

(Address of principal executive offices)

Johnny Hickling, Chief Finance Officer, (44) (808) 196-8324, corporate@we.shop, Hawk House, 22 The Esplanade, St Helier, Jersey, JE1 1HH, Channel Islands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the Annual Report on Form 20-F of WeShop Holdings Limited (the “Company”) for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Original Filing”).

Part II

Item 16G. Corporate Governance

As a company incorporated in the British Virgin Islands, we are governed by the BVI Business Companies Act, revised Edition 2020, and our Memorandum and Articles.

Further, as a foreign private issuer listed on the Nasdaq Capital Market, we are permitted to follow certain corporate governance practices of our home country, the British Virgin Islands, in lieu of certain Nasdaq corporate governance requirements that would otherwise apply to U.S. domestic issuers. For instance, in accordance with Nasdaq listing rules applicable to foreign private issuers, we do not maintain a separate nominations committee with a written charter that provides that director nominees be selected or recommended by a nominations committee composed entirely of independent directors or by a majority of independent directors, as would be required for a U.S. domestic issuer listed on Nasdaq. Instead, director nomination matters are considered by our board of directors as a whole. Further, as a foreign private issuer, we rely on, or intend to rely on, the following home country practice exemptions:

We will, however, hold annual shareholders meetings in the future if there are matters that require shareholders’ approval. We may choose to follow additional home country practices in the future. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq’s corporate governance listing standards applicable to U.S. domestic issuers.

Part III

Item 19. Exhibits

* Filed herewith

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf