《「中国版Robinhood」微牛证券Webull Corp（BULL）美股招股说明书 F-1（2025-05-01版）（英文版）（96页）.pdf》由会员分享，可在线阅读，更多相关《「中国版Robinhood」微牛证券Webull Corp（BULL）美股招股说明书 F-1（2025-05-01版）（英文版）（96页）.pdf（96页珍藏版）》请在三个皮匠报告上搜索。

1、2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm1/96As filed with the U.S.Securities and Exchange Commission on April 30,2025Registration No.333-_ UNITED STATE

2、SSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Webull Corporation(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 6211 Not Applicable(State or other

3、jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Webull Corporation200 Carillon ParkwaySt.Petersburg,Florida 33716(917)725-2448(Address,including zip code,and telephone number,including area code,of Registrants prin

4、cipal executive offices)Webull Holdings(US)Inc.200 Carillon ParkwaySt.Petersburg,Florida 33716(917)725-2448(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Christian O.Nagler,P.C.Mathieu KohmannKirkland&Ellis LLP601 Lexington AvenueNew York,NY

5、10022(212)446-4800 Benjamin James,Esq.General CounselWebull Corporation200 Carillon ParkwaySt.Petersburg,Florida 33716(917)725-2448 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.If any of the securities

6、beingregistered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following bo

7、x and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement

8、number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration stateme

9、nt for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if

10、 the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Ac

11、counting Standards Board to its Accounting Standards Codification after April5,2012 The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this re

12、gistration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until theregistration statement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/5/8 16:52sec.gov/Archives/edgar/data/18

13、66364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm2/96 The information in this preliminary prospectus is not complete and may be changed.The Selling Securityholders may not sell these securities until the

14、registration statementfiled with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securities,and the Selling Securityholders are not soliciting an offerto buy these securities in any state where the offer is not permitted.Subject to Completion,Dated A

15、pril 30,2025 PRELIMINARY PROSPECTUS Webull Corporation Up to 147,445,012 Webull Class A Ordinary Shares,Up to 6,792,000 Webull Private Warrants,Up to 20,000,000 Webull Incentive WarrantsUp to 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants,andUp to 20,913,089 Webull Class A Ordi

16、nary Shares underlying Webull Incentive Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders or their permitted transferees named in this prospectus(the“Selling Securityholders”)of up to(a)147,445,012 Webull Class A Ordinary Shares(as defined herein

17、),(b)6,792,000 Webull Private Warrants(as defined herein)held by Auxo(as defined herein)and purchased byAuxo at$1.00 per warrant from SKGR(as defined herein)prior to the assumption of such warrants by Webull in connection with the Business Combination(as defined herein),and(c)20,000,000 Webull Incen

18、tive Warrants(as defined herein)issued for no consideration in connection with the Business Combination to certain Existing Webull Shareholders(as definedherein).The Webull Class A Ordinary Shares described in clause(a)of the prior sentence include(i)101,752,608 Webull Class A Ordinary Shares held b

19、y the Existing WebullShareholders following the consummation of the Business Combination(as defined herein)and which represent a portion of the merger consideration received by such investors with animplicit pro forma value of$10.00 per share,(ii)up to 20,747,004 Webull Class A Ordinary Shares issua

20、ble upon conversion of Webull Class B Ordinary Shares(as defined herein),which are held by Water Castle Az Inc.,an entity controlled by our founder Mr.Anquan Wang,following the Business Combination and which represent merger consideration received byour founder with an implicit pro forma value of$10

21、.00 per share,(iii)2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders(as defined herein)inconnection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares(as defined herein)that were initially purchased by Auxo from SKGR atapproximately$0.0

22、03 per share,(iv)524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A OrdinaryShares(as defined herein)that were issued at$10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR,(v)1,429,686 Webull C

23、lass A Ordinary Shares that wereissued to certain investors party to Non-Redemption Agreements(as defined herein)and Additional Non-Redemption Agreements(as defined herein)in connection with theconsummation of the Business Combination upon conversion of SKGR Class B Ordinary Shares transferred to su

24、ch investors by Auxo for no consideration,(vi)25,000 Webull Class AOrdinary Shares issued to J.V.B.Financial Group,LLC,acting through its Cohen&Company Capital Markets division(“CCM”),upon conversion of certain SKGR Class B OrdinaryShares received by CCM from Auxo pursuant to a fee agreement with SK

25、GR valuing such shares at$10.00 per share,(vii)100,000 Webull Class A Ordinary Shares issued at a deemed$10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers,and(viii)20,000,000 WebullClass A Ordi

26、nary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 Webull Incentive Warrants that were issued to them in connection with theBusiness Combination.This prospectus also relates to the issuance and sale by us of up to(i)17,271,990 Webull Class A Ordinary S

27、hares underlying Webull Warrants exercisable at$11.50 per share(subject to adjustment),including 6,792,000 Webull Private Warrants held by Auxo and which may be exercised on a cashless basis or at$11.50 per share(subject to adjustment),and(ii)20,913,089 Webull Class A Ordinary Shares underlying Webu

28、ll Incentive Warrants that are initially exercisable at$10.00 per share(subject to adjustment)by certain Existing WebullShareholders and by holders of SKGR Class A Ordinary Shares(as defined herein)that did not redeem such shares in connection with the Business Combination.The prospectus also covers

29、 any additional securities that may become issuable by reason of share splits,share dividends or similar transactions.We are registering the resale orissuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders in conne

30、ction with the Business Combinationand pursuant to the requirements of the Warrant Assignment Agreement(as defined herein)and the Incentive Warrant Agreement(as defined herein),respectively.2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec

31、.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm3/96 We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which thisprospectus forms a part.Moreover,the secur

32、ities offered for resale represent a substantial percentage of our total issued and outstanding securities and our public float(95.6%of theSKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO(as defined herein)exercised their right to redeem in connection with,or prior to,th

33、e BusinessCombination).In fact,the Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6%of the Webull Ordinary Shares issued and outstanding asof the date of this prospectus(excluding any of the Webull Class A Ordinary Shares that still may be issued to

34、certain of the Existing Webull Shareholders upon exercise of the 20,000,000Webull Incentive Warrants they hold),the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3%of the issued and outstandingWebull Warrants,and the 20,000,000 Webull Inc

35、entive Warrants offered for resale pursuant to this prospectus represent approximately 95.6%of the issued and outstanding WebullIncentive Warrants.The sale of all the securities being offered in this prospectus,or the perception that these sales could occur,could result in a significant decline in t

36、he public tradingprice of our securities and could impair our ability to raise capital through the sale of additional securities.Despite a potential decline in the public trading price of our securities,theSelling Securityholders may still experience a positive rate of return on the securities they

37、purchased and may have an incentive to sell due to the differences in the purchase pricesdescribed above and the public trading price of our securities.Our public securityholders may not experience a similar rate of return on the securities they purchased due to differences intheir purchase prices a

38、nd the current trading price.As described in more details above,some of the Selling Securityholders purchased or received their securities at prices considerablybelow the current market prices.For instance,(A)based on the$15.45 closing price of the Webull Class A Ordinary Shares on April 28,2025,upo

39、n the sale of the Webull Class AOrdinary Shares,(i)the Existing Webull Shareholders may experience a potential profit of approximately$5.45 per Webull Class A Ordinary Share they hold,(ii)Mr.Anquan Wang mayexperience a potential profit of approximately$5.45 per Webull Class B Ordinary Share he decid

40、es to convert into Webull Class A Ordinary Shares,(iii)the Initial SKGR Shareholdersmay experience a potential profit of approximately$15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares,(iv)Auxo mayexperience a potential profit of approximately$5.

41、45 per share it received upon conversion of its convertible loans,(v)the investors party to the Non-Redemption Agreements(as definedherein)and Additional Non-Redemption Agreements may experience a potential profit of approximately$15.45 per Webull Class A Ordinary Share they hold following conversio

42、n of theSKGR Class B Ordinary Shares they received from Auxo for no consideration,(vi)CCM may experience a potential profit of approximately$5.45 per Webull Class A Ordinary Sharethey hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement wi

43、th SKGR,and(vii)the service providers receiving WebullClass A Ordinary Shares in satisfaction for certain of their fees and expenses may experience a potential profit of approximately$5.45 per Webull Class A Ordinary Share they sell;(B)based on the$2.06 closing price of the Webull Warrants on April

44、28,2025,Auxo may experience a potential profit of approximately$1.06 per Webull Private Warrant they sell;and(C)based on the$3.21 closing price of the Webull Incentive Warrants on April 28,2025,the Existing Webull Shareholders may experience a potential profit of approximately$3.21 perWebull Incenti

45、ve Warrant they sell.The frequency of such sales could also cause the market price of our securities to decline or increase the volatility in the market price of our securities.Immediately following the consummation of the Business Combination,455,599,003 Webull Ordinary Shares(including 82,988,016

46、Webull Class B Ordinary Shares)were held by theExisting Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders andcertain non-redemption agreement investors and were subject to the trans

47、fer restrictions in the Auxo Support Agreement.However,certain lock-up restrictions entered into in connectionwith the Business Combination will expire thirty days after the Closing Date(with respect to the Webull Private Warrants held by Auxo),one year after the Closing Date(with respect tothe Webu

48、ll Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors)and one hundred eighty days after the Closing Date(with respect toWebull Ordinary Shares held by Existing Webull Shareholders).The lock-up restrictions described in the foregoing are subject to sp

49、ecified exceptions that may result in earlier transfers orreleases of such securities.For instance,the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the Webull Class A Ordinary Shares trade above$12.00(as the Webull Class A Ordinary shares do as of the date of

50、 this prospectus)for twenty(20)trading days within a thirty(30)-trading day period.The Webull Incentive Warrants held by theExisting Webull Shareholders and the Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses a

51、re notsubject to any contractual transfer restrictions.For more information on securities eligible for future sale,including alternative resale options that the selling securityholders named hereinmay have in addition to resales covered by this prospectus,see the section entitled“Securities Eligible

52、 For Future Sale”and“Risk Factors”in this prospectus.The Selling Securityholders may offer any,all or none of the securities described in the foregoing for resale from time to time through public or private transactions,at eitherprevailing market prices or at privately negotiated prices.The resale o

53、f these securities is being registered to permit the Selling Securityholders to sell securities from time to time,inamounts,at prices and on terms determined at the time of offering.The Selling Securityholders may sell these securities through ordinary brokerage transactions,directly to marketmakers

54、 of our shares or through any other means permitted pursuant to applicable law,as described in more details in the section entitled“Plan of Distribution”herein.We are alsoregistering the resale of these securities by the Selling Securityholders,or their donees,pledgees,transferees or other successor

55、s-in-interest(as a gift,pledge,partnership distribution orother non-sale related transfer)that may be identified in a supplement to this prospectus or,if required,a post-effective amendment to the registration statement of which this prospectus isa part.The Initial SKGR Shareholders are each deemed

56、to be an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act of 1933,as amended(the“Securities Act”)with respect to the Webull Class A Ordinary Shares they may sell.Further,in connection with any sales of securities offered hereunder,the other Selling Securityholders,any underwri

57、ters,agents,brokers or dealers participating in such sales may also be deemed to be“underwriters”within the meaning of the Securities Act.We will not receive any proceeds from the sale of the securities by the Selling Securityholders,except with respect to amounts received by Webull upon exercise of

58、 the WebullWarrants(to the extent the Webull Private Warrants are exercised for cash)and the Webull Incentive Warrants.We believe that the likelihood that the holders of Webull Warrants andWebull Incentive Warrants will exercise their warrants,and therefore the amount of cash proceeds that we would

59、receive,is dependent upon the market price of the Webull Class AOrdinary Shares.When the market price for the Webull Class A Ordinary Shares is less than$11.50 per share with respect to the Webull Warrants or less than$10.00 per share withrespect to the Incentive Warrants,such warrants would be“out

60、of the money”and it would be unlikely that such holders exercise their warrants.However,as of the date of this prospectus,the market price for the Webull Class A Ordinary Shares is above$11.50,which makes an exercise of the Webull Warrants or the Webull Incentive Warrants more likely.We will pay cer

61、tain expenses associated with the registration of the resale of the securities covered by this prospectus,as described in the section titled“Plan of Distribution.”Further,we have agreed to indemnify certain of our Selling Securityholders,including the Initial SKGR Shareholders that are each deemed“u

62、nderwriters”within the meaning of Section2(a)(11)of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell,in connection with any resales pursuant to this prospectus,as described in more details in“Plan of Distribution.”We may amend or supplement this prospectus from tim

63、e to time by filing amendments or supplements as required.You should read this entire prospectus and anyamendments or supplements carefully before you make your investment decision.The Webull Class A Ordinary Shares,Webull Warrants and Incentive Warrants began trading on April 11,2025 on the Nasdaq

64、Stock Market LLC(“Nasdaq”)under the symbols“BULL,”“BULLW”and“BULLZ,”respectively.On April 28,2025,the last reported prices of the Webull Class A Ordinary Shares,Webull Warrants and Incentive Warrants as reportedon the Nasdaq was$15.45,$2.06 and$3.21,respectively.2025/5/8 16:52sec.gov/Archives/edgar/

65、data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm4/96 As of the date of this prospectus,Webull had(i)378,563,226 Webull Class A Ordinary Shares and 82,988,016 Webull Class B Ordinary Shares issued

66、and outstanding,and(ii)17,271,990 Webull Warrants(including 6,792,000 Webull Private Warrants)and 20,913,089 Incentive Warrants issued and outstanding.Webull also has 44,400,984Webull Class A Ordinary Shares reserved for issuance pursuant to its Global Plan(as defined herein).As of the date of this

67、prospectus,(i)the Existing Webull Shareholdersowned approximately 98.71%of the issued and outstanding Webull Ordinary Shares,representing approximately 99.71%of Webulls total voting power;(ii)shareholders ofSKGR Class A Ordinary Shares owned approximately 0.51%of the issued and outstanding Webull Or

68、dinary Shares,representing approximately 0.12%of Webulls totalvoting power,and(iii)the Initial SKGR Shareholders owned approximately 0.75%of the issued and outstanding Webull Ordinary Shares,representing approximately 0.17%of Webulls total voting power.The Webull Securities offered hereby represent

69、a substantial portion of our issued and outstanding Webull Securities and our significantshareholders,including our founder Anquan Wang,will be able to sell their securities covered by this prospectus for so long as the registration statement of which thisprospectus forms a part is available for use

70、.In fact,the Webull Ordinary Shares offered for resale hereby represent approximately 27.6%of the Webull Ordinary Shares issuedand outstanding as of the date of this prospectus(excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders

71、upon exercise of the 20,000,000 Webull Incentive Warrants they hold)and include 20,747,004 of the 82,988,016 Webull Ordinary Shares(assuming the conversion of WebullClass B Ordinary Shares into Webull Class A Ordinary Shares)held by our founder,Mr.Anquan Wang,101,752,608 of the 372,610,987 Webull Cl

72、ass A Ordinary Shares heldby our Existing Webull Shareholders,and all of the Webull Class A Ordinary Shares held by the Initial SKGR Shareholders and held by the investors party to the Non-Redemption Agreements and the Additional Non-Redemption Agreements,and that remain unsold as of the date of thi

73、s prospectus.This resale prospectus also covers all of the6,792,000 Webull Private Warrants held by Auxo and representing approximately 39.3%of the issued and outstanding Webull Warrants and 20,000,000 Webull IncentiveWarrants held by certain of the Existing Webull Shareholders and representing appr

74、oximately 95.6%of the issued and outstanding Webull Incentive Warrants.Please seefurther above for a discussion of the significant negative impact that potential sales by our significant shareholders could have on the market price of our securities.For moreinformation on resales of securities not co

75、vered by this prospectus or alternative resale options that the selling securityholders named herein may have,also see the sectionentitled“Securities Eligible For Future Sale.”Moreover,as a result,upon the consummation of the Business Combination,Webull qualifies as a“controlled company”as defined u

76、nder the corporate governancerules of the Nasdaq,because Mr.Anquan Wang,one of the founders of Webull,beneficially owns all of our issued and outstanding Webull Class B Ordinary Shares,orapproximately 81.43%of the total voting power of all issued and outstanding Webull Ordinary Shares,immediately fo

77、llowing the consummation of the Business Combination.For so long as Webull remains a controlled company under that definition,it is permitted to elect to rely,and may rely,on certain exemptions from Nasdaq corporategovernance rules.As a foreign private issuer and a“controlled company,”Webull is perm

78、itted to elect to rely,and may rely,on certain exemptions from corporate governancerules,including(i)an exemption from the rule that a majority of our board of directors must be independent directors;(ii)an exemption from the rule that director nomineesmust be selected or recommended solely by indep

79、endent directors;(iii)an exemption from the rule that the compensation committee must be comprised solely of independentdirectors;and(iv)an exemption from the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A).Webull has decided torely on all o

80、f the foregoing exemptions available to foreign private issuers and“controlled companies.”Accordingly,our shareholders do not have the same protection affordedto shareholders of companies that are subject to all of the Nasdaq corporate governance standards,and the ability of our independent director

81、s to influence our businesspolicies and affairs may be reduced.Webull is an“emerging growth company”under applicable U.S.federal securities laws and,as further described in this prospectus,Webull has elected to takeadvantage of the benefits of an extended transition period for complying with new or

82、revised accounting standards as required when they are adopted for public companies.Asa result,Webulls operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted thenew or revised accounting standards.Investi

83、ng in our securities involves risks.See“Risk Factors”beginning on page 8 of this prospectus and the section entitled“Item 3.Key Information D.RiskFactors”in our Annual Report on Form 20-F for the year ended December 31,2024(the“2024 Annual Report”)incorporated by reference in this prospectus.We have

84、 alsodecided to incorporate by reference information into this prospectus other information as permitted pursuant to General Instruction VI.of Form F-1.Please see the sectionentitled“Incorporation by Reference”for more information.Neither the U.S.Securities and Exchange Commission nor any state secu

85、rities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is ,2025.2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_we

86、bullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm5/96 TABLE OF CONTENTS PageFREQUENTLY USED TERMSivCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviiSUMMARY1THE OFFERING5RISK FACTORS8USE OF PROCEEDS11CAPITALIZATION AND INDEBTEDNESS12MANAGE

87、MENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS13UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION14DIVIDEND POLICY27DILUTION27BUSINESS28DIRECTORS AND MANAGEMENT28MATERIAL CONTRACTS AND CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS28DESCRIPTION OF SEC

88、URITIES AND ARTICLES OF ASSOCIATION28MATERIAL TAX CONSIDERATIONS28BENFICIAL OWNERSHIP28SELLING SECURITYHOLDERS29PLAN OF DISTRIBUTION41SECURITIES ELIGIBLE FOR FUTURE SALE47EXPENSES OF THE OFFERING49LEGAL MATTERS50EXPERTS50ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S.SECURITIES LAWS51INCORPORATION BY RE

89、FERENCE52WHERE YOU CAN FIND MORE INFORMATION53INDEX TO FINANCIAL STATEMENTSF-1 i2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm6/96 Neither we nor the Selling

90、 Securityholders have authorized anyone to provide any information or to make any representations other than the information contained orincorporated by reference in this prospectus,any amendment or supplement to this prospectus or in any free writing prospectus prepared by or on behalf of us or to

91、which we may havereferred you.We and the Selling Securityholders take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.We andthe Selling Securityholders have not authorized any other person to provide you with different or add

92、itional information.Neither we nor the Selling Securityholders are making an offer tosell the securities covered by this prospectus in any jurisdiction where the offer or sale is not permitted.This offering is being made in the United States and elsewhere solely on the basisof the information contai

93、ned or incorporated by reference in this prospectus.You should assume that the information appearing in this prospectus is accurate only as of the date on thefront cover of this prospectus and the information in the documents incorporated by reference in this prospectus is accurate only as of the da

94、te of such document,regardless of the time ofdelivery of this prospectus or any sale of the securities covered by this prospectus.Our business,financial condition,results of operations and prospects may have changed since the dateon the front cover of this prospectus.This prospectus is not an offer

95、to sell or the solicitation of an offer to buy our securities in any circumstances under which such offer or solicitation isunlawful.For investors outside the United States:Neither we nor the Selling Securityholders have done anything that would permit this offering or the possession or distribution

96、 of thisprospectus in any jurisdiction where action for those purposes is required,other than in the United States.Persons outside the United States who come into possession of this prospectusmust inform themselves about,and observe any restrictions relating to,this offering of securities covered by

97、 this prospectus and the distribution of this prospectus outside the UnitedStates.Our Company is incorporated in the Cayman Islands,and we are a“foreign private issuer”under the rules of the SEC.As a foreign private issuer,we are not required to fileperiodic reports and financial statements with the

98、 SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act.Moreover,a number ofour directors and executive officers are not residents of the United States,and all or a substantial portion of the assets of such persons are located outside the Unit

99、ed States.As a result,itmay not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S.courts,including judgments in actions predicated upon the civil liability provisions of the federal or sta

100、te securities laws of the United States.We have been advised by our legal counsel in theCayman Islands that it is uncertain as to whether the courts in the Cayman Islands would entertain original actions based on U.S.federal or state securities laws or enforce judgments fromU.S.courts against us or

101、our officers and directors which originated from actions alleging civil liability under U.S.federal or state securities laws.See“Enforcement of Civil Liabilitiesunder U.S.Securities Laws”for additional information.PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial Statements We maintain our b

102、ooks and records in US Dollar and prepare our consolidated financial statements in accordance with the accounting principles generally accepted in theUnited States(“US GAAP”).Webull Corporations audited consolidated financial statements prepared in accordance with U.S.GAAP have been audited by KPMG

103、LLP,as stated in their report incorporatedby reference in this prospectus.Our fiscal year ends December 31.Our financial information included within the Unaudited Pro Forma Condensed Combined Financial Information section of this prospectusshould be read in conjunction with“Operating and Financial R

104、eview and Prospects”in our 2024 Annual Report and our consolidated financial statements,including the notes thereto,each incorporated by reference in this prospectus.ii2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/da

105、ta/1866364/000121390025037943/ea0238934-f1_webullcorp.htm7/96 Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.All intercompany balances and transactions have been eliminatedin consolidation.Rounding We have made round

106、ing adjustments to some of the figures included or incorporated by reference in this prospectus.Accordingly,numerical figures shown as totals in sometables may not be an arithmetic aggregation of the figures that preceded them.With respect to financial information set out in this prospectus,a dash(“

107、”)signifies that the relevantfigure is not available or not applicable,while a zero(“0.0”)signifies that the relevant figure is available but is or has been rounded to zero.INDUSTRY AND MARKET DATA Unless otherwise indicated,information contained in this prospectus or incorporated into this prospect

108、us by reference regarding Webulls industry and the regions in which itoperates,including Webulls general expectations and market position,market size,market opportunity,market share and other management estimates,is based on information obtainedfrom industry publications and reports and forecasts pr

109、ovided to Webull by third-party sources.In some cases,Webull does not expressly refer to the sources from which this informationis derived.This information is subject to significant uncertainties and limitations and is based on assumptions and estimates that may prove to be inaccurate.Neither we nor

110、 the SellingSecurityholders can guarantee the accuracy or completeness of any such information contained in this prospectus or incorporated into this prospectus by reference.You are thereforecautioned not to give undue weight to this information.Webull has not independently verified the accuracy or

111、completeness of any such information.Similarly,internal surveys,industry forecasts and market research,which Webullbelieves to be reliable based upon its managements knowledge of the industry,have not been independently verified.While Webull believes that the market data,industry forecasts andsimila

112、r information included in this prospectus or incorporated into this prospectus by reference are generally reliable,such information is inherently imprecise.In addition,assumptionsand estimates of Webulls future performance and growth objectives and the future performance of its industry and the mark

113、ets in which it operates are necessarily subject to a high degreeof uncertainty and risk due to a variety of factors,including those discussed under the headings“Risk factors,”“Cautionary Note Regarding Forward-Looking Statements,”and“Managements Discussion and Analysis of Financial Condition and Re

114、sults of Operations”in this prospectus supplement.TRADEMARKS AND TRADE NAMES We own or have rights to various trademarks,trade names or service marks that we use in connection with our business,including,among others,“Webull”and our otherregistered and common law trade names,trademarks and service m

115、arks,including our corporate logo.Solely for convenience,some of the trademarks,service marks and trade namesreferred to in this prospectus are listed without the TM and symbols,but we will assert,to the fullest extent under applicable law,rights to such trademarks,service marks and tradenames.iii20

116、25/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm8/96 FREQUENTLY USED TERMS Unless otherwise stated in this prospectus or in the documents incorporated by referen

117、ce into this prospectus or the context otherwise requires,references to:“API”means application programming interface,a tool that allows computer programmers to access the functionality of published software modules and services on the web,which plays an important role in app development and network

118、programming;“Auxo”means Auxo Capital Managers LLC,a Delaware limited liability company established for the purpose of forming and managing SKGR,and its permitted transferees;“Business Combination Agreement”means the business combination agreement,dated as of February 27,2024,as amended on December 5

119、,2024 and as amended on March 31,2025,by and among SKGR,Webull,Merger Sub I and Merger Sub II;“Business Combination”means the transactions contemplated by the Business Combination Agreement,including the Mergers,and the other transactions contemplated by theother transaction documents contemplated b

120、y the Business Combination Agreement;“Cayman Companies Act”means the Companies Act(As Revised)of the Cayman Islands;“Closing”means the closing of the Business Combination contemplated by the Business Combination Agreement;“Closing Date”means April 10,2025;“Code”means the Internal Revenue Code of 198

121、6,as amended;“Company”means Webull Corporation,a Cayman Islands exempted company.“customer(s)”means registered users who have opened a brokerage account through any of our licensed broker-dealers;“customer assets”means the sum of the fair value of all equities,ETFs,options,warrants,and cash held by

122、customers in their Webull brokerage accounts,net of customer marginbalances,as of the record date;“DARTs”means daily average revenue trades,which is the number of customer trades executed during a given period divided by the number of trading days in that period;“Existing Webull Shareholders”mean th

123、e shareholders of Webull immediately prior to the consummation of the Business Combination;“First Merger”means the merger whereby Merger Sub I merged with and into SKGR,with SKGR being the surviving company as a wholly-owned subsidiary of Webull;“funded account”means a Webull brokerage account into

124、which the customer has made an initial deposit or money transfer,of any amount,whose account balance(which ismeasured as the fair value of assets in the customers account less the amount due from the customer)has not dropped to or below zero dollars for 45 consecutive calendar days as of therecord d

125、ate.Funded account reflects unique customers,multiple funded accounts by a single customer are counted as one funded account;iv2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f

126、1_webullcorp.htm9/96 “Lock-Up Period”means a period commencing on the Closing Date and ending on the date that is one hundred and eighty(180)days from the Closing Date;“Lock-Up Shares”means any Webull Class A Ordinary Shares held by the Lock-Up Shareholders on the Closing Date and any Ordinary Share

127、s acquired by the Lock-UpShareholders upon the vesting or exercise of equity awards granted pursuant to the Companys equity incentive plans;“Lock-Up Shareholders”means the Members set forth on Schedule A attached to the Webull Articles(and any other person to whom such person may transfer any Lock-U

128、pShares as permitted under clauses(a)through(h)of Article 6.9 of the Webull Articles);“Initial SKGR Shareholders”means collectively,Auxo,the independent directors of SKGR immediately prior to the consummation of the Business Combination,and any of theirpermitted transferees;“Mergers”means,collective

129、ly,the First Merger and the Second Merger;“Nasdaq”means the Nasdaq Stock Market LLC;“quarterly churn rate”means the ratio of(i)churned accounts during the current quarter to(ii)the sum of total funded accounts at the end of the preceding quarter and newfunded accounts acquired during the current qua

130、rter;“quarterly retention rate”means one minus the quarterly churn rate;“Second Merger”means the merger whereby SKGR(as the surviving entity of the First Merger)merged with and into Merger Sub II,with Merger Sub II being the survivingcompany and remaining as a wholly-owned subsidiary of Webull;“SKGR

131、”means SK Growth Opportunities Corporation,formerly a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting amerger,share exchange,asset acquisition,share purchase,reorganization or similar business combination with one or more businesses or entities;“SKG

132、R Class A Ordinary Shares”means the Class A ordinary shares of SKGR,par value$0.0001 per share;“SKGR Class B Ordinary Shares”means the Class B ordinary shares of SKGR,par value$0.0001 per share;“SKGR IPO”means the initial public offering of SKGR that was consummated on June 23,2022;“SKGR Ordinary Sh

133、ares”means the ordinary shares of SKGR,par value$0.0001 per share,consisting of SKGR Class A Ordinary Shares and SKGR Class B Ordinary Shares;“SKGR Private Warrants”means the non-redeemable warrants sold to Auxo in the private placement consummated concurrently with the SKGR IPO,each entitling Auxo

134、topurchase one SKGR Class A Ordinary Share on a cashless basis or at an exercise price of$11.50 per share,subject to adjustment;v2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934

135、-f1_webullcorp.htm10/96 “SKGR Public Warrants”means the redeemable warrants issued in the SKGR IPO,each entitling its holder to purchase one SKGR Class A Ordinary Share at an exercise price of$11.50 per share,subject to adjustment;“SKGR Shareholders”means the holders of SKGR Ordinary Shares;“SKGR Wa

136、rrants”means collectively,the SKGR Private Warrants and the SKGR Public Warrants;“Webull”means Webull Corporation,a Cayman Islands exempted company;“Webull Articles”means the fifth amended and restated memorandum and articles of association of Webull,which was adopted and became effective immediatel

137、y prior to theeffective time of the First Merger;“Webull Class A Ordinary Shares”means the Class A ordinary shares of Webull,par value US$0.00001 per share,each entitling the holder thereof to one vote;“Webull Class B Ordinary Shares”means the Class B ordinary shares of Webull,par value US$0.00001 p

138、er share,each entitling the holder thereof to 20 votes;“Webull Financial”means Webull Financial LLC,a limited liability company incorporated under the laws of the State of Delaware;“Webull Incentive Warrants”means,collectively,each redeemable warrant to purchase one Webull Class A Ordinary Share pur

139、suant to the terms of the Incentive WarrantAgreement;“Webull Ordinary Shares”means ordinary shares of Webull,par value US$0.00001 per share,consisting of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares;“Webull Private Warrants”means the warrants into which the SKGR Private Warrants

140、 converted at the effective time of the First Merger and which are otherwise identical to theWebull Public Warrants,except that,as long as they are held by Auxo,they are non-redeemable and may be exercised to purchase one Webull Class A Ordinary Share on a cashless basis;“Webull Public Warrants”mean

141、s the redeemable warrants into which the SKGR Public Warrants converted at the effective time of the First Merger,each entitling its holder topurchase one Webull Class A Ordinary Share at a price of US$11.50 per share,subject to adjustment,and any Webull Private Warrants that became Webull Public Wa

142、rrants because theyceased to be held by Auxo;“Webull Securities”means collectively,the Webull Class Ordinary Shares,the Webull Private Warrants,the Webull Public Warrants and the Webull Incentive Warrants;“Webull Shareholders”means holders of Webull Ordinary Shares;and“Webull Warrants”means,collecti

143、vely,the Webull Private Warrants and the Webull Public Warrants.vi2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm11/96 CAUTIONARY NOTE REGARDING FORWARD-LOOKI

144、NG STATEMENTS This prospectus and the documents incorporated by reference herein contain statements that express the Companys opinions,expectations,beliefs,plans,objectives,assumptionsor projections regarding future events or future results and therefore are,or may be deemed to be,“forward-looking s

145、tatements”as defined in Section 27A of the Securities Act of 1933,asamended,and Section 21E of the Securities Exchange Act of 1934,as amended,that involve significant risks and uncertainties.These forward-looking statements can generally beidentified by the use of forward-looking terminology,includi

146、ng the terms“anticipates,”“believes,”“continues,”“could,”“estimates,”“forecasts,”“intends,”“expects,”“may,”“plans,”“predicts,”“projects,”“proposes,”“seeks,”“should,”“targets”or“will”or,in each case,their negative or other variations or comparable terminology.These forward-looking statementsinclude a

147、ll matters that are not historical facts.Such forward-looking statements are based on available current market information and the current expectations of the Company including beliefs and forecasts concerningfuture developments and the potential effects of such developments on the Company.Factors t

148、hat may impact such forward-looking statements include:the ability of the Company to capitalize on the anticipated benefits of the Business Combination,to grow and manage growth profitably,maintain relationships and deepenengagement with users,customers and suppliers,and retain its management and ke

149、y employees;the reliance of key functions of the Companys business on third-parties and the risk that the Companys platform and systems rely on software and applications that arehighly technical and may contain undetected errors that could result in unexpected network interruptions.failures,security

150、 breaches,or computer virus attacks;the risks associated with the Companys global operations and continued global expansion,including,but not limited to,the risks related to complex or constantly evolvingpolitical or regulatory environments that may result in substantial costs or require adverse cha

151、nges to the Companys business practices;the Companys estimates of expenses,costs(including costs related to the Business Combination),of profitability or of other operational and financial metrics as well as theCompanys expectations regarding demand for and market acceptance of its products and serv

152、ice;the Companys reliance on trading related income,including payment for order flow(“PFOF”),and the risk of new regulation or bans on PFOF and similar practices;the Companys exposure to fluctuations in interest rates,rapidly changing interest rate environments,volatile prices of securities and trad

153、ing volumes;the Companys reliance on a limited number of market makers and liquidity providers to generate a large portion of its revenues,and the negative impact of the loss of any ofthose market makers or liquidity providers;the effects of competition in the Companys industry and the Companys need

154、 to constantly innovate and invest in new markets,products,technologies or services to retain,attract and deepen engagement with users;changes in international trade policies and trade disputes that could result in tariffs,taxes or other protectionist measures adversely affecting our business;risks

155、related to general political,economic and business conditions globally and in jurisdictions where the Company operates;risk of further actions taken by various government bodies in the United States that have made the Company the subject of inquiries and investigations relating to concernsabout our

156、connections to China;the risk that the failure to protect customer data and privacy or to prevent security breaches relating to the Companys platform could result in economic loss,damage to itsreputation,deter customers from using its products and services,and expose it to legal penalties and liabil

157、ity;vii2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm12/96 risks related to the Companys need as a regulated financial services company to develop and mainta

158、in effective compliance and risk management infrastructures as well asto maintain capital levels required by regulators and self-regulatory organizations;the ability to meet,or continue to meet,stock exchange listing standards;the possibility of adverse developments in pending or new litigation and

159、regulatory investigations;risks related to the Companys securities and its status as a foreign private issuer and the fact that the information the Company is required to file with or furnish to the U.S.Securities and Exchange Commission(the“SEC”)may be less extensive and less timely compared to tha

160、t required to be filed with the SEC by U.S.domestic issuers;risks related to the offer and resale of securities pursuant to this prospectus,such as dilution from the issuance of additional Webull Class A Ordinary Shares upon exercise ofthe Webull Warrants or Webull Incentive Warrants,and increased v

161、olatility,or significant declines,in the price of our securities based on increased trading activity and theperception that sales of our securities may occur;and the other risks and uncertainties included in this prospectus under“Risk Factors”or incorporated herein by reference to the section entitl

162、ed“Item 3.Key Information D.Risk Factors”of our 2024 Annual Report.There can be no assurance that future developments affecting the Company will be those that the Company has anticipated.Undue reliance should not be placed upon anyforward-looking statements made by the Company and any forward-lookin

163、g statements made involve a number of risks,uncertainties(some of which are beyond the Companys control)or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.These risks anduncertainties includ

164、e,but are not limited to,those factors described above,under“Risk Factors”in this prospectus or incorporated herein by reference to the section entitled“Item 3.KeyInformation D.Risk Factors”of our 2024 Annual Report.Reported results should not be considered an indication of future performance.Should

165、 one or more of these risks oruncertainties materialize,or should any of the assumptions prove incorrect,actual results may vary in material respects from those projected in these forward-looking statements.TheCompany will not undertake any obligation to update or revise any forward-looking statemen

166、ts,whether as a result of new information,future events or otherwise,except as may berequired under applicable securities laws.viii2025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea02389

167、34-f1_webullcorp.htm13/96 SUMMARY This summary highlights information contained elsewhere in this prospectus and incorporated by reference herein.This summary may not contain all the information that maybe important to you,and we urge you to read this entire prospectus and the documents incorporated

168、 by reference herein carefully,including the sections entitled“Risk Factors”and“Cautionary Note Regarding Forward-Looking Statements”in this prospectus,the sections entitled“Item 3.Key Information D.Risk Factors,”“Information On the Company”and“Operating and Financial Review and Prospects”in our 202

169、4 Annual Report incorporated by reference in this prospectus and our consolidated financial statements and notes tothose consolidated financial statements incorporated by reference in this prospectus,before deciding to invest in our securities.Who We Are Webull is a leading digital investment platfo

170、rm built upon a next-generation global infrastructure.We strive to be the platform of choice for a new generation of investors bybuilding an efficient,low-cost,and easy-to-use global investment platform.We distinguish ourselves from other investment service providers by offering a mobile-first usere

171、xperience,a broad range of investment products and extensive functionality constructed to help our customers build wealth over time.We arm each customer with the tools they needto develop into what we refer to as an informed investor one who understands the market and has the confidence to succeed a

172、s an investor.The Webull platform originally providedusers free access to market data and analytical tools,but expanded to offer financial products when we launched brokerage services in the United States in May 2018.Since then,wehave expanded to offer services in 14 markets across North America,Asi

173、a Pacific,Europe and Latin America,and today,the Webull App has been downloaded more than 50 milliontimes and has over 23.3 million registered users globally.Our goal is to make the tools,products,data,and analytics that have historically been accessible only to professional investors available to t

174、he retail investing community,andto deliver those tools through the retail investors preferred medium of trading mobile.We built our platform to target the retail investor customer base.Legacy providers,despitehaving invested significantly in their technology,offer limited mobile functionality and a

175、re better suited for investors that prefer trading behind a computer.Digitally-native onlineinvestment platforms,meanwhile,provide a simplified mobile-based user experience but may not have the product depth or analytical tools to support informed investing.Webulls platform solves these pain points.

176、We believe all investors,not just professional investors that can afford to pay for expensive subscriptions,should have access toadvanced,real-time market data and news.We also recognize that investing decisions are based on insights and not information alone,so we provide tools to help users transl

177、ateobservations into actionable trade ideas.We also provide an open digital community fostering learning and the sharing of ideas,creating a virtual trading floor experience.Finally,weknow todays informed investors are not always trading from behind a desk,so we have enhanced the experience with a d

178、igital platform that fits elegantly on a mobile device,wherecustomers can expertly research ideas,analyze data,execute trades and monitor their portfolios the same as professional investors.We believe Webull represents the future of retail investing and that we have differentiated ourselves from oth

179、er offerings in the market.Our platform today is a venue whereexperienced and novice investors alike can develop the confidence and access the tools to grow their personal wealth.We offer the following features:Mobile-First Interface and Competitive Pricing:We offer our brokerage services with compe

180、titive pricing in every market where we operate,including zero-commissiontrading on U.S.equities and options for United States clients and low trading commissions in markets outside the United States,via an intuitive mobile-first interface.Product Depth:We provide a full suite of products tailored t

181、o the needs and preferences of both self-directed and passive investors.We support multiple asset classes,extended trading sessions,and global market access.We also developed wealth management offerings such as cash management,robo-advisor,and managed retirementaccounts for those customers who prefe

182、r a more passive investment solution.12025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm14/96 In-Depth Data and Analytic Tools:We provide wide-ranging,in-depth m

183、arket data and advanced analytical tools that allow users to make informed investing decisions.Connected Webull Community:Through our online Webull Community,we provide our users with a real-time direct connection to other investors,companies,andopinion leaders to facilitate learning,investing,and s

184、haring.Multi-Platform Interoperability:Webull offers seamless interoperability to clients investing via mobile,tablet,web-based,and desktop devices.Our platform allowsusers to consolidate watchlists,conduct analyses,place orders,and manage positions across devices using the same Webull account.Our c

185、ustomers are generally working professionals in their 30s with some prior experience in investing.As of December 31,2024,approximately 38%of our customers had“good”or“extensive”investing experience,and approximately 39%had“limited”experience,as self-reported by customers with funded accounts.Regardl

186、ess of experience,we allowanyone to create a free account on Webull and access the information and analytical tools that will help them develop their investing abilities and grow their wealth.Our customers areloyal as demonstrated by an approximately 98%quarterly retention rate in the fourth quarter

187、 of 2024.We think of our customers as long-term partners,because our success depends ontheirs.We launched our broker-dealer services in the United States in May 2018.We chose the United States as a launching point because of the depth and complexity of its capitalmarkets and the magnitude of its opp

188、ortunity.The United States also allows us to anchor our“global but localized”value proposition given the connectivity of the markets.Withinapproximately two and a half years of launch,we grew to over one million funded accounts and$100 billion in cumulative trading volume.We subsequently expanded in

189、to a numberof global markets,including Canada,Hong Kong,Singapore,Australia,Japan,and the United Kingdom,and are preparing to launch our business in additional markets in Europe andLatin America.We currently hold eleven broker-dealer licenses,approvals and/or registrations across the United States,C

190、anada,Asia Pacific,Europe,and Africa.We principally generate revenue from our brokerage business in the United States through an industry-standard process called payment for order flow,or PFOF,whereby abrokerage firm receives payments for directing orders to different wholesale market makers and exc

191、hange partners for trade execution,rather than from brokerage commissionscharged to customers.In markets outside of the United States,we typically charge commissions directly to our retail customers.For more information on our business,our strength and strategies,our corporate structure,recent finan

192、cial results,our directors and executive officers,material contracts,share ownership,related party transactions,please see the sections entitled“Managements Discussion and Analysis of Financial Condition and Results of Operation,”“Business,”“Directors and Management,”“Material Contracts,”“Beneficial

193、 Ownership”in this prospectus.You may also refer to our 2024 Annual Report,which is incorporated into thisprospectus by reference.22025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea02389

194、34-f1_webullcorp.htm15/96 Corporate Information The legal name of the Company is“Webull Corporation”.The Company was incorporated under the laws of the Cayman Islands on September 2,2019.The address of theprincipal executive office of the Company is 200 Carillon Parkway,St.Petersburg,Florida 33716,a

195、nd the telephone number of the Company is(917)725-2448.Our registered officesare located at VISTRA(CAYMAN)LIMITED,P.O.Box 31119 Grand Pavilion,Hibiscus Way,802 West Bay Road,Grand Cayman,KY1 1205 Cayman Islands.Our principalwebsite is .The information contained on,or that can be accessed through,our

196、 website is not incorporated by reference into,and is not a part of,this prospectusor the registration statement of which it forms a part.Emerging Growth Company Webull is an“emerging growth company,”as defined in Section 2(a)of the Securities Act,as modified by the Jumpstart Our Business Startups A

197、ct of 2012(the“JOBS Act”).As such,Webull is be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not“emerging growthcompanies”including,but not limited to,an exemption from the provisions of Section 404 of the

198、Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”)requiring that ourindependent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regardingexecutive compensation.If some investors find We

199、bulls securities less attractive as a result,there may be a less active trading market for Webulls securities and the prices of Webullssecurities may be more volatile.The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting stand

200、ards until such date that a privatecompany is otherwise required to comply with such new or revised accounting standards.Pursuant to the JOBS Act,Webull has elected to take advantage of the benefits of thisextended transition period for complying with new or revised accounting standards as required

201、when they are adopted for public companies.As a result,Webulls operating results andfinancial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.Webull will remain an emerging growth company u

202、ntil the earlier of:(i)the last day of the fiscal year(a)following the fifth anniversary of the Closing,(b)in which Webullhas total annual gross revenue of at least US$1.235 billion,or(c)in which Webull is deemed to be a large accelerated filer,which means the market value of Webulls common equityth

203、at is held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter;and(ii)the date on which Webull has issued morethan US$1.00 billion in non-convertible debt securities during the prior three-year period.References herein to“emerging

204、 growth company”have the meaning associated with it in theJOBS Act.Foreign Private Issuer Webull is a foreign private issuer within the meaning of the rules under the Exchange Act and,as such,Webull is permitted to follow the corporate governance practices of itshome country,the Cayman Islands,in li

205、eu of the corporate governance standards of Nasdaq applicable to U.S.domestic companies.For example,Webull is not required to have amajority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of in

206、dependentdirectors under Cayman Islands law.32025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm16/96 As a foreign private issuer,we report under the Exchange Act

207、 as a non-U.S.company with foreign private issuer status this means that we are,among others,subject toreduced and less timely disclosure requirements and are exempt from certain provisions of the U.S.securities rules and regulations applicable to U.S.domestic issuers,including:the sections of the E

208、xchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit fr

209、om tradesmade in a short period of time;the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information,orcurrent reports on Form 8-K,upon the occurrence of specified significant events;and the select

210、ive disclosure rules by issuers of material non-public information under Regulation FD.In addition,we currently rely on certain foreign private issuer exemptions from Nasdaq listing standards,including an exemption from the requirement that an auditcommittee be comprised of at least three members un

211、der Nasdaq Rule 5605(c)(2)(A)and certain phase-in exemptions with respect to compliance with the audit committeerequirements set forth in Nasdaq Rule 5605(c)(2)and Rule 10A-3 under the Exchange Act.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer

212、.We would cease to be a foreign private issuer at such time as morethan 50%of our outstanding voting securities become directly or indirectly held of record by U.S.holders and any of the following three circumstances applies:(i)the majority of ourexecutive officers or directors are U.S.citizens or r

213、esidents,(ii)more than 50%of our assets are located in the United States or(iii)our business is administered principally in theUnited States.As a result of the foregoing,Webulls shareholders may not have the same protection afforded to shareholders of U.S.domestic companies that are subject to Nasda

214、qcorporate governance requirements.In this prospectus and the documents incorporated by reference herein,we have taken advantage of certain of the reduced reporting requirementsas a result of being a foreign private issuer.Accordingly,the information contained herein may be different than the inform

215、ation you receive from other public companies in which youhold equity securities.Controlled Company By virtue of being a controlled company under Nasdaq listing rules,Webull may elect not to comply with certain Nasdaq corporate governance requirements,including that:amajority of board of directors m

216、ust be independent directors;the compensation and nominating committees composed solely of independent directors;the compensation of executiveofficers determined by a majority of the independent directors or a compensation committee composed solely of independent directors;and director nominees sele

217、cted orrecommended to the board of directors for selection,either by a majority of the independent directors,or a nominating committee composed solely of independent directors.Webull intends to rely on all of the foregoing exemptions available to a“controlled company.”As a result,its shareholders wi

218、ll not have the same protections afforded toshareholders of companies that are subject to all of Nasdaqs corporate governance requirements.42025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/00012139002503794

219、3/ea0238934-f1_webullcorp.htm17/96 THE OFFERING This summary highlights information presented in greater detail elsewhere in this prospectus and the documents incorporated by reference herein.This summary is notcomplete and does not contain all the information you should consider before investing in

220、 our securities.You should carefully read this entire prospectus and the documentsincorporated by reference herein before investing in our securities,including the sections entitled“Risk Factors”and“Cautionary Note Regarding Forward-Looking Statements”inthis prospectus,the section entitled“Item 3.Ke

221、y Information D.Risk Factors”in our 2024 Annual Report incorporated by reference in this prospectus and our consolidatedfinancial statements and notes to those consolidated financial statements incorporated by reference in this prospectus.Securities being registered for resale by the SellingSecurity

222、holderUp to(a)147,445,012 Webull Class A Ordinary Shares,(b)6,792,000 Webull Private Warrants held byAuxo and purchased by Auxo at$1.00 per warrant from SKGR prior to the assumption of such warrants byWebull in connection with the Business Combination,and(c)20,000,000 Webull Incentive Warrants issue

223、dfor no consideration in connection with the Business Combination to certain Existing Webull Shareholders.The Webull Class A Ordinary Shares described in clause(a)of the prior sentence include(i)101,752,608Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consumma

224、tion ofthe Business Combination and which represent a portion of the merger consideration received by suchinvestors with an implicit pro forma value of$10.00 per share,(ii)up to 20,747,004 Webull Class AOrdinary Shares issuable upon conversion of Webull Class B Ordinary Shares,which are held by Wate

225、rCastle Az Inc.,an entity controlled by our founder Mr.Anquan Wang,following the Business Combinationand which represent merger consideration received by our founder with an implicit pro forma value of$10.00 per share,(iii)2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Sharehold

226、ersin connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares thatwere initially purchased by Auxo from SKGR at approximately$0.003 per share,(iv)524,000 WebullClass A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of

227、SKGR Class A Ordinary Shares that were issued at$10.00 per share pursuant to certain convertible loansextended by Auxo to SKGR,(v)1,429,686 Webull Class A Ordinary Shares that were issued to certaininvestors party to Non-Redemption Agreements and Additional Non-Redemption Agreements inconnection wit

228、h the consummation of the Business Combination upon conversion of SKGR Class BOrdinary Shares transferred to such investors by Auxo for no consideration,(vi)25,000 Webull Class AOrdinary Shares issued to J.V.B.Financial Group,LLC,acting through CCM,upon conversion of certainSKGR Class B Ordinary Sha

229、res received by CCM from Auxo pursuant to a fee agreement with SKGRvaluing such shares at$10.00 per share,(vii)100,000 Webull Class A Ordinary Shares issued at a deemed$10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of thefees and expenses incurred b

230、y such service providers,and(viii)20,000,000 Webull Class A OrdinaryShares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 WebullIncentive Warrants that were issued to them in connection with the Business Combination.52025/5/8 16:52sec.gov/Archives/edgar/data/1

231、866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm18/96 Offering prices for resalesThe Selling Securityholders will determine when and how they will dispose of the Class A OrdinaryShares,Webull Private Wa

232、rrants and Webull Incentive Warrants,the resale of which is being registeredpursuant to the registration statement of which this prospectus forms a part.Webull Ordinary shares issued outstanding prior to any exerciseof Webull Warrants or Webull Incentive Warrants461,551,242 Webull Ordinary Shares,in

233、cluding 82,988,016 Webull Class B Ordinary Shares.Webull Class A Ordinary Shares offered by us upon exercise ofWebull Warrants and Webull Incentive WarrantsUp to 17,271,990 Webull Class A Ordinary Shares issuable upon exercise of Webull Warrants(assuming nocashless exercise of any of the 6,792,000 W

234、ebull Private Warrants)and up to 20,913,089 Webull Class AOrdinary Shares issuable upon exercise of Webull Incentive Warrants.Webull Ordinary Shares issued and outstanding assumingexercise of all Webull Warrants and Webull IncentiveWarrants for cash499,736,321 Webull Ordinary Shares.Does not reflect

235、 other potential sources of dilution following the dateof this prospectus,such as shares issued pursuant to the Global Plan,subsequent equity offerings orofferings of convertible securities.Terms of the Webull WarrantsEach Webull Warrants entitles the holder to purchase one Webull Class A Ordinary S

236、hare at a price of$11.50 per share,subject to adjustments.Our Webull Warrants expire on April 10,2030 at 5:00 p.m.,NewYork City time,or earlier upon redemption.This description is only a summary.The Webull PublicWarrants are redeemable by us in certain circumstances.For more information on the Webul

237、l Warrants,seethe section entitled“Description of Securities and Articles of Association.”Terms of the Webull Incentive WarrantsEach Webull Inventive Warrants entitles the holder to purchase one Webull Class A Ordinary Share at aninitial price of$10.00 per share,subject to adjustments.Our Webull Inc

238、entive Warrants expire on April 10,2029 at 5:00 p.m.,New York City time,or earlier upon redemption.This description is only a summary.The Webull Incentive Warrants are redeemable by us in certain circumstances.For more information on theWebull Incentive Warrants,see the section entitled“Description

239、of Securities and Articles of Association.”Use of proceedsWe will not receive any of the proceeds from the resale of the securities covered by this prospectus by theSelling Securityholders.We will only receive proceeds from the exercise of any Webull Warrants or WebullIncentive Warrants to the exten

240、t they are exercised.Up to 6,792,000 Webull Private Warrants may beexercised on a cashless basis,thereby limiting the amount of proceeds we may receive upon exercise ofsuch warrants.See“Use of Proceeds.”62025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm

241、https:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm19/96 Voting rightsEach outstanding Webull Class A Ordinary Share is entitled to one vote on all matters submitted to a voteof shareholders.Each outstanding Webull Class B Ordinary Share,all of which are hel

242、d by our founderAnquan Wang,is entitled to twenty votes on all matters submitted to a vote of shareholders.Market for our securitiesThe Webull Class A Ordinary Shares,Webull Warrants and Incentive Warrants began trading on April 11,2025 on Nasdaq under the symbols“BULL,”“BULLW”and“BULLZ,”respectivel

243、y.Dividend policyWe have never declared or paid cash dividends on our Webull Ordinary Shares.We currently intend toretain all available funds and future earnings,if any,to fund the development and expansion of ourbusiness,and we do not anticipate paying any cash dividends in the foreseeable future.A

244、ny futuredecisions regarding the declaration and payment of dividends will be at the discretion of our board ofdirectors and will depend on then-existing conditions,including our financial condition,results ofoperation,contractual restrictions,capital requirements,business prospects and other factor

245、s our board ofdirectors may deem relevant.Risk factorsSee the section entitled“Risk Factors”in this prospectus,the section entitled“Item 3.Key Information D.Risk Factors”in our 2024 Annual Report incorporated by reference in this prospectus and the otherinformation included and incorporated by refer

246、ence in this prospectus for a discussion of factors youshould consider before deciding to invest in our securities.72025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcor

247、p.htm20/96 RISK FACTORS You should carefully consider the risks and uncertainties described below and the other information included or incorporated by reference in this prospectus before making aninvestment in our securities,including the section entitled“Item 3.Key Information D.Risk Factors”in ou

248、r 2024 Annual Report incorporated by reference in this prospectus.Youshould particularly review the risk factors under the subheading“Risks Relating to Ownership of Securities of Webull”in the 2024 Annual Report,which we incorporate herein byreference.Our business,financial condition or results of o

249、perations could be materially and adversely affected if any of these risks occurs,and as a result,the market price of oursecurities could decline and you could lose all or part of your investment.This prospectus also contains forward-looking statements that involve risks and uncertainties.See“Cautio

250、nary Note Regarding Forward-Looking Statements.”Our actualresults could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors,including the risks facing our Company orinvestments worldwide described below and included or incorporate

251、d by reference elsewhere in this prospectus.Risks Related to the Ownership of Our Ordinary Shares and this Offering We are a“controlled company”and the interests of our controlling shareholder may conflict with ours or yours in the future.As of the date of this prospectus,(i)the Existing Webull Shar

252、eholders owned approximately 98.71%of the issued and outstanding Webull Ordinary Shares,representingapproximately 99.71%of Webulls total voting power;(ii)shareholders of SKGR Class A Ordinary Shares owned approximately 0.51%of the issued and outstanding Webull OrdinaryShares,representing approximate

253、ly 0.12%of Webulls total voting power,and(iii)the Initial SKGR Shareholders owned approximately 0.75%of the issued and outstanding WebullOrdinary Shares,representing approximately 0.17%of Webulls total voting power.The Webull Securities offered hereby represent a substantial portion of our issued an

254、d outstandingWebull Securities and our significant shareholders,including our founder Anquan Wang,will be able to sell their securities covered by this prospectus for so long as the registrationstatement of which this prospectus forms a part is available for use.In fact,the Webull Ordinary Shares of

255、fered for resale hereby represent approximately 27.6%of the Webull OrdinaryShares issued and outstanding as of the date of this prospectus(excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholdersupon exercise of the 20,000,000 Webull

256、 Incentive Warrants they hold)and include 20,747,004 of the 82,988,016 Webull Ordinary Shares(assuming the conversion of Webull Class BOrdinary Shares into Webull Class A Ordinary Shares)held by our founder,Mr.Anquan Wang,101,752,608 of the 372,610,987 Webull Class A Ordinary Shares held by our Exis

257、tingWebull Shareholders,and all of the Webull Class A Ordinary Shares held by the Initial SKGR Shareholders and held by the investors party to the Non-Redemption Agreements and theAdditional Non-Redemption Agreements,and that remain unsold as of the date of this prospectus.This resale prospectus als

258、o covers all of the 6,792,000 Webull Private Warrants held byAuxo and representing approximately 39.3%of the issued and outstanding Webull Warrants and 20,000,000 Webull Incentive Warrants held by certain of the Existing WebullShareholders and representing approximately 95.6%of the issued and outsta

259、nding Webull Incentive Warrants.Please see the risk factor below entitled“Future sales of our securities inthe public market,or the perception that these sales might occur,could cause the market price of our securities to decline significantly”for a discussion of the significant negative impactthat

260、potential sales by our significant shareholders could have on the market price of our securities.For more information on resales of securities not covered by this prospectus oralternative resale options that the selling securityholders named herein may have,also see the section entitled“Securities E

261、ligible For Future Sale.”Moreover,as a result,upon the consummation of the Business Combination,Webull qualifies as a“controlled company”as defined under the corporate governance rules of theNasdaq,because Mr.Anquan Wang,one of the founders of Webull,beneficially owns all of our issued and outstandi

262、ng Webull Class B Ordinary Shares,or approximately 81.43%of thetotal voting power of all issued and outstanding Webull Ordinary Shares,immediately following the consummation of the Business Combination.For so long as Webull remains acontrolled company under that definition,it is permitted to elect t

263、o rely,and may rely,on certain exemptions from Nasdaq corporate governance rules.As a foreign private issuer and a“controlled company,”Webull is permitted to elect to rely,and may rely,on certain exemptions from corporate governance rules,including(i)an exemption from the rule that a majorityof our

264、board of directors must be independent directors;(ii)an exemption from the rule that director nominees must be selected or recommended solely by independent directors;(iii)anexemption from the rule that the compensation committee must be comprised solely of independent directors;and(iv)an exemption

265、from the requirement that an audit committee becomprised of at least three members under Nasdaq Rule 5605(c)(2)(A).Webull has decided to rely on all of the foregoing exemptions available to foreign private issuers and“controlledcompanies.”Accordingly,our shareholders do not have the same protection

266、afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards,and the ability of our independent directors to influence our business policies and affairs may be reduced.For more information,also see“Item 3.Key Information D.Risk FactorsRisks Relating to O

267、wnership of Securities of WebullOur dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing anychange of control transactions that holders of Webull Class A Ordinary Shares may consider beneficial”in the 2024 Annual Report,which is

268、 incorporated into this prospectus byreference.Our founder will have significant influence with respect to our management,business plans and policies,including the appointment and removal of our officers.In particular,because of his voting power,our founder will be able to cause or prevent a change

269、of control of our Company or a change in the composition of our board of directors and could precludeany unsolicited acquisition of our Company.The concentration of ownership could deprive you of an opportunity to receive a premium for your Webull Ordinary Shares as part of a saleof the Company and

270、ultimately might affect the market price of your Webull Ordinary Shares.82025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm21/96 Future sales of our securities i

271、n the public market,or the perception that these sales might occur,could cause the market price of our securities to decline significantly.The securities offered for resale with this prospectus represent a substantial percentage of our total issued and outstanding securities and our public float(95.

272、6%of the SKGRClass A Ordinary Shares that were issued in connection with the SKGR IPO exercised their right to redeem in connection with,or prior to,the Business Combination).In fact,the127,445,012 Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6%of

273、the Webull Ordinary Shares issued and outstanding as of the date ofthis prospectus(excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 WebullIncentive Warrants they hold),the 6,792,000 Webull Priv

274、ate Warrants offered for resale pursuant to this prospectus represent approximately 39.3%of the issued and outstanding WebullWarrants,and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6%of the issued and outstanding Webull Incentiv

275、eWarrants.We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which thisprospectus forms a part.Many of the Existing Webull Shareholders have substantial unrecognized gains on the value of

276、 the securities they hold(see below for more details),and thereforethey may take steps to sell their securities or otherwise secure the unrecognized gains on those securities.The sale of all the securities being offered in this prospectus,or the perceptionthat these sales could occur,could therefore

277、 result in a significant decline in the public trading price of our securities and could impair our ability to raise capital through the sale ofadditional securities.Moreover,despite a potential decline in the public trading price of our securities,the Selling Securityholders may still experience a

278、positive rate of return on thesecurities they purchased and may have an incentive to sell due to the differences in the purchase prices of their securities and the public trading price of our securities.Our publicsecurityholders may not experience a similar rate of return on the securities they purc

279、hased due to differences in their purchase prices and the current trading price.Some of the SellingSecurityholders purchased or received their securities at prices considerably below the current market prices.For instance,(i)the 101,752,608 Webull Class A Ordinary Shares held by theExisting Webull S

280、hareholders following the consummation of the Business Combination represent a portion of the merger consideration received by such investors with an implicit proforma value of$10.00 per share,(ii)the 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Share

281、s,which are held by Water Castle Az Inc.,an entity controlled by our founder Mr.Anquan Wang,represent merger consideration received by our founder with an implicit pro forma value of$10.00 per share,(iii)the 2,960,464Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders in connectio

282、n with the Business Combination upon conversion of their SKGR Class B Ordinary Shares wereinitially purchased by Auxo from SKGR at approximately$0.003 per share,(iv)the 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combinationupon conversion of SKGR Class A Or

283、dinary Share were issued at$10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR,(v)the 1,429,686 Webull Class AOrdinary Shares that were issued to certain investors party to Non-Redemption Agreements and Additional Non-Redemption Agreements upon conversion of SKGR Class B

284、OrdinaryShares transferred to such investors by Auxo were received by such investors for no consideration,(vi)the 25,000 Webull Class A Ordinary Shares issued to J.V.B.Financial Group,LLCupon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement wit

285、h SKGR valued the shares received by CCM at$10.00 per share,(vii)the 100,000 Webull Class A Ordinary Shares issued at a deemed$10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees andexpenses incurred by such service providers,(viii)the 6,792,0

286、00 Webull Private Warrants held by Auxo were purchased by Auxo at$1.00 per warrant from SKGR prior to the assumptionof such warrants by Webull in connection with the Business Combination,and(ix)the 20,000,000 Webull Incentive Warrants held by certain of the Existing Webull Shareholders wereissued to

287、 such investors for no consideration in connection with the Business Combination.Therefore,(A)based on the$15.45 closing price of the Webull Class A Ordinary Shares on April 28,2025,upon the sale of the Webull Class A Ordinary Shares,(i)the ExistingWebull Shareholders may experience a potential prof

288、it of approximately$5.45 per Webull Class A Ordinary Share they hold,(ii)Mr.Anquan Wang may experience a potential profit ofapproximately$5.45 per Webull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares,(iii)the Initial SKGR Shareholders may experience a potential pro

289、fitof approximately$15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares,(iv)Auxo may experience a potential profit ofapproximately$5.45 per share it received upon conversion of its convertible loans,(v)the investors party to the Non-Redemption Agre

290、ements(as defined herein)and Additional Non-Redemption Agreements may experience a potential profit of approximately$15.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B OrdinaryShares they received from Auxo for no consideration,(vi)CCM may experience a potenti

291、al profit of approximately$5.45 per Webull Class A Ordinary Share they hold followingconversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR,and(vii)the service providers receiving Webull Class A OrdinaryShares in satisfaction for certain of their

292、 fees and expenses may experience a potential profit of approximately$5.45 per Webull Class A Ordinary Share they sell;(B)based on the$2.06closing price of the Webull Warrants on April 28,2025,Auxo may experience a potential profit of approximately$1.06 per Webull Private Warrant they sell;and(C)bas

293、ed on the$3.21closing price of the Webull Incentive Warrants on April 28,2025,the Existing Webull Shareholders may experience a potential profit of approximately$3.21 per Webull Incentive Warrantthey sell.92025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.h

294、tmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm22/96 The frequency of any resales covered by this prospectus could also cause the market price of our securities to decline or increase the volatility in the market price of oursecurities.Immediately foll

295、owing the consummation of the Business Combination,455,599,003 Webull Ordinary Shares(including 82,988,016 Webull Class B Ordinary Shares)wereheld by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held b

296、y the Initial SKGRShareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement.However,certain lock-up restrictions enteredinto in connection with the Business Combination will expire thirty days after the Closing Date(with r

297、espect to the Webull Private Warrants held by Auxo),one year after the ClosingDate(with respect to the Webull Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors)and one hundred eighty days after the ClosingDate(with respect to Webull Ordinary Shares

298、held by Existing Webull Shareholders).The lock-up restrictions described in the foregoing are subject to specified exceptions that may resultin earlier transfers or releases of such securities.For instance,the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the

299、Webull Class A OrdinaryShares trade above$12.00(as the Webull Class A Ordinary shares do as of the date of this prospectus)for twenty(20)trading days within a thirty(30)-trading day period.The WebullIncentive Warrants held by the Existing Webull Shareholders and the Webull Class A Ordinary Shares re

300、ceived by CCM or by certain of our service providers in settlement of certain oftheir fees and expenses are not subject to any contractual transfer restrictions.For more information on securities eligible for future sale,including alternative resale options that theselling securityholders named here

301、in may have in addition to resales covered by this prospectus,please also see the section entitled“Securities Eligible For Future Sale”in thisprospectus.Please also see the additional risk factors we disclose in the 2024 Annual Report that is incorporated herein by reference,including the risk facto

302、rs under“Item 3.KeyInformation D.Risk Factors Risks Relating to Ownership of Securities of WebullWebull Warrants and Incentive Warrants will become exercisable for Webull Class A OrdinaryShares,which would increase the number of Webull shares eligible for future resale in the public market and resul

303、t in dilution to Webull shareholders.Further,the terms of the WebullWarrants or Webull Incentive Warrants may be amended in a manner adverse to a holder if holders of at least 50%of the then outstanding Webull Warrants or Webull Incentive approveof such amendment.As a result,the exercise price of su

304、ch warrants could be increased,the exercise period could be shortened and the number of shares of Webull Class A OrdinaryShares purchasable upon exercise of such warrants could be decreased,all without your approval.”“Item 3.Key Information D.Risk Factors Risks Relating to Ownership ofSecurities of

305、WebullWe may redeem your unexpired Webull Warrants and Incentive Warrants prior to their exercise at a time that is disadvantageous to you,thereby making your WebullWarrants or Incentive Warrants worthless,”“Item 3.Key Information D.Risk Factors Risks Relating to Ownership of Securities of WebullIf

306、securities or industry analysts do notpublish research,publish inaccurate or unfavorable research or cease publishing research about Webull,its share price and trading volume could decline significantly,”“Item 3.KeyInformation D.Risk Factors Risks Relating to Ownership of Securities of WebullFuture

307、resales of Webull Class A Ordinary Shares issued to Webull shareholders and othersignificant shareholders may cause the market price of the Webull Class A Ordinary Shares to drop significantly,even if Webulls business is doing well.Future resales of the WebullPrivate Warrants or Webull Incentive War

308、rants may also cause the market price of the Webull Public Warrants or Webull Incentive Warrants to drop significantly,even if Webulls businessis doing well,”“Item 3.Key Information D.Risk FactorsRisks Relating to Ownership of Securities of WebullHolders of Webull Warrants will only be able to exerc

309、ise their WebullWarrants on a“cashless basis”under certain circumstances,and if they do so,they will receive fewer Webull Class A Ordinary Shares from such exercise than if such warrants wereexercised for cash,”“Item 3.Key Information D.Risk FactorsOur issuance of additional share capital in connect

310、ion with financings,acquisitions,investments,our equity incentiveplan or otherwise will dilute all other shareholders,”“Item 3.Key Information D.Risk Factors Risks Relating to Ownership of Securities of WebullThe grant and future exercise ofregistration rights may adversely affect the market price o

311、f Webull Ordinary Shares upon consummation of the Business Combination”and“Item 3.Key InformationD.Risk FactorsRisks Relating to Our BusinessWe may not be able to obtain additional capital when desired,on favorable terms or at all.”If the price of our securities fluctuates after this offering,you co

312、uld lose a significant part of your investment.The market price of our securities may be influenced by many factors,some of which are beyond our control,including actual or anticipated variations in our operating results;the failure of financial analysts to cover our Company or changes in financial

313、estimates by financial analysts,or any failure by us to meet or exceed any of these estimates or changes inthe recommendations of any financial analysts that elect to follow our Company or our competitors;announcements by us or our competitors of significant contracts or acquisitions;technological i

314、nnovations by us or our competitors;future sales of our securities and investor perceptions of us and the industries in which we operate.In addition,the stock market ingeneral has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operatin

315、g performance of particular companies affected.Thesebroad market and industry factors may materially harm the market price of our securities,regardless of our operating performance.In the past,following periods of volatility in the marketprice of certain companies securities,securities class action

316、litigation has been instituted against these companies.Such litigation,if instituted against us,could adversely affect ourfinancial condition or results of operations.102025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/d

317、ata/1866364/000121390025037943/ea0238934-f1_webullcorp.htm23/96 USE OF PROCEEDS We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders inconnection with the Business Combination an

318、d pursuant to the requirements of the Warrant Assignment Agreement and the Incentive Warrant Agreement,respectively.The SellingSecurityholders identified herein will receive all net proceeds from the secondary offering of the securities of Webull held by them.Therefore,we will not receive any net pr

319、oceeds fromsuch secondary offerings and our total capitalization will not be impacted by such net proceeds received by the Selling Securityholders.We will pay certain expenses associated with theregistration of the securities covered by this prospectus,as described in the section entitled“Plan of Di

320、stribution.”Assuming that none of the Webull Private Warrants are exercised on a cashless basis,we may potentially receive proceeds of up to approximately$407,758,775 upon exercise ofthe Webull Warrants,of which there are 17,271,990 issued and outstanding(including 6,792,000 Webull Private Warrants)

321、,and the Webull Incentive Warrants,of which there are20,913,089 issued and outstanding.We believe that the likelihood that the holders of Webull Warrants and Webull Incentive Warrants will exercise their warrants,and therefore the amountof cash proceeds that we would receive,is dependent upon the ma

322、rket price of the Webull Class A Ordinary Shares.When the market price for the Webull Class A Ordinary Shares is lessthan$11.50 per share(the exercise price of the Webull Warrants,subject to adjustment)or less than$10.00 per share(the initial exercise price of the Incentive Warrants,subject toadjust

323、ment),such warrants would be“out of the money,”respectively,and it would be unlikely that such holders exercise their warrants.However,as of the date of this prospectus,themarket price for the Webull Class A Ordinary Shares is above$11.50,which makes an exercise of the Webull Warrants or the Webull

324、Incentive Warrants more likely.We will have broaddiscretion over the use of proceeds from the exercise of the Webull Warrants and the Webull Incentive Warrants and expect to use any proceeds from such exercise for general corporatepurposes.There is no assurance that the holders of the Webull Warrant

325、s and Webull Incentive Warrants will elect to exercise any or all of such warrants.To the extent that any of WebullWarrants are exercised on a“cashless basis,”the amount of cash we would receive from their exercise will decrease.For more information on the“cashless”exercise feature of certain ofour

326、warrants,please see“Description of Securities and Articles of Association”in this prospectus and the information that is incorporated by reference into this prospectus.112025/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/

327、data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm24/96 CAPITALIZATION AND INDEBTEDNESS The table below sets forth Webulls cash and cash equivalents,capitalization and indebtedness as of December 31,2024.Investors should read this table in conjunction with the section entitled“Operating and

328、 Financial Review and Prospects”in our 2024 Annual Report incorporated by reference inthis prospectus,and our consolidated financial statements,including the notes thereto,incorporated by reference in this prospectus.The closing of the Business Combination happenedsubsequently to December 31,2024 so

329、 investors should also consider the information included in the section“Unaudited Pro Forma Condensed Combined Financial Information”in thisprospectus for more information on the pro forma column included in the table below.Our historical results do not necessarily indicate our expected results for

330、any future periods.As of December 31,2024 Historical Pro Forma Cash and cash equivalents Cash and cash equivalents$270,728,008$271,264,369 Indebtedness Unsecured promissory notes$-$100,000,000 Equity Mezzanine equity 2,861,748,733 -Class A ordinary share capital 13,931 37,433 Class B ordinary share

331、capital -8,299 Additional paid in capital -2,754,966,039 Accumulated deficit (2,241,066,624)(2,241,066,624)Accumulated other comprehensive loss (15,195,946)(15,195,946)Noncontrolling interest 1,273,088 1,273,088 Total equity$606,773,182$500,022,289 Total capitalization$606,773,182$600,022,289 122025

332、/5/8 16:52sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025037943/ea0238934-f1_webullcorp.htm25/96 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For managements explanat

333、ion of factors that have materially affected Webulls financial condition and results of operation for the historical periods covered by the Webullconsolidated financial statements incorporated by reference into this prospectus,as permitted by General Instruction VI.of Form F-1,please see the section entitled“Item 5.OperatingAnd Financial Review And Prospects”in the 2024 Annual Report,which is also