F1 Filing October 17th22 Nov 2025 06:31
F1 Filing 17th October. With a Direct listing WSHP did, I am baffled how they place restrictions on class A shares, They state in the filing on page 94 the restriction, but then page 101 totally dismisses the 12 month hold ? Or maybe I’m reading it wrong.
DESCRIPTION OF SHARES AND MEMORANDUM AND ARTICLES OF ASSOCIATION
General
As of the date of this prospectus, 10,785,257 Class A ordinary shares are issued and outstanding and 12,500,000 Class B ordinary shares are issued and outstanding. Our Class B shares do not have any rights to vote in the election of directors or to receive any dividends paid to the Class A shareholders. No shareholder holding ordinary shares prior to the listing date of our Class A ordinary shares on Nasdaq (the “Listing Date”), may charge, pledge, encumber or otherwise dispose of any of their ordinary shares during a period of 365 days from the Listing Date, except with the prior written consent of our board of directors or as otherwise permitted under our amended and restated memorandum and articles of association.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of our Class A ordinary shares in the public market, or the perception that such sales could occur, could adversely affect the public price of our Class A ordinary shares and may make it more difficult for you to sell your shares at a time and price that you deem appropriate. We will have no input if and when our shareholders may, or may not, elect to sell their Class A ordinary shares or the prices at which any such sales may occur.
As of October 7, 2025, a total of 23,285,257 ordinary shares were outstanding. All of the Class A ordinary shares that have been registered for resale under an effective registration statement will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act. Any shares not registered pursuant to a registration statement will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S.
Subject to the provisions of Rule 144 or Regulation S under the Securities Act, as well as our insider trading policy, these restricted securities will be available for sale in the public market.
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