WeShop Holdings Ltd.

WeShop Holdings Limited ( WeShop, the Company, we, our or us ) is a British Virgin Islands business company limited by shares incorporated under the laws of the British Virgin Islands with registration number 2046056. The Company was originally incorporated as Boanerges Limited. On November 17, 2021, the shareholders of Boanerges Limited approved the acquisition of the business, assets and name of WeShop Limited, a United Kingdom company that had developed a social commerce technology platform and related intellectual property. Following completion of this transaction, Boanerges Limited changed its name to WeShop Holdings Limited. The transaction included the acquisition of developed technology and related platform assets that form the foundation of the Company’s current operations. Following the 2021 acquisition, the Company continued development of the WeShop platform as a mobile-led social commerce environment designed to enable users to discover products through community-generated content and access third-party retailers through affiliate network integrations. Prior to its admission for trading on Nasdaq, the Company conducted pilot-stage operations primarily in the United Kingdom. During this period, the Company focused on platform development, affiliate network integrations, retailer availability expansion, user acquisition initiatives and testing of referral-based engagement mechanisms and reward structures designed to support user participation in the platform. On September 1, 2025, the Company announced that it had filed a registration statement with the U.S.