WeShop Holdings enters unregistered $25 million share sale deal with Roth Principal Investments
WSHP•WeShop Holdings entered a $25 million agreement with Roth Principal Investments to sell newly issued Class A ordinary shares over up to 36 months, subject to specified pricing terms and share ownership and issuance caps.
1. Share sale terms
WeShop Holdings entered an agreement allowing it, at its option, to sell newly issued Class A ordinary shares to Roth Principal Investments for up to $25 million over 36 months, starting after an effective Form F-1 resale registration statement. Pricing is based on VWAP, with discounts of 3% for market-open or intraday purchases and 5% for pre-market or post-market purchases; a Nasdaq 19.99% issuance cap applies at 2,342,254 shares without approvals or pricing conditions, and Roth’s ownership is capped at 4.99%.
