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1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(B)OR 12(G)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Dec

2、ember 31,2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report:Commission File N

3、umber:001-42597 Webull Corporation(Exact name of Registrant as specified in its charter)Not applicable Cayman Islands(Translation of Registrants name into English)(Jurisdiction of incorporation or organization)Webull Corporation200 Carillon ParkwaySt.Petersburg,Florida 33716(Address of Principal Exe

4、cutive Offices)Benjamin James,Esq.General CounselWebull Corporation200 Carillon ParkwaySt.Petersburg,Florida 33716(917)725-2448(Name,Telephone,Email and/or Facsimile number and Address of Company Contact Person)2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull

5、.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm1/235 Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of each class TradingSymbol(s)Name of each exchangeon which registeredClass A Ordinary Shares,par value$0.00001 pers

6、hare BULL The Nasdaq Stock Market LLCRedeemable Warrants,each whole warrantexercisable for one Class A Ordinary Share at anexercise price of$11.50 per share BULLW The Nasdaq Stock Market LLCRedeemable Incentive Warrants,each whole warrantexercisable for one Class A Ordinary Share at aninitial exerci

7、se price of$10.00 per share BULLZ The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g)of the Act:None Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act:None Indicate the number of outstanding shares of each of the issu

8、ers classes of capital or common stock as of the close of the period covered by the annualreport:As of December 31,2024,the issuer had 42,726,634 Webull Class A Ordinary Shares(as defined in this Report)issued and outstanding and noWebull Class B Ordinary Shares(as defined in this Report)issued and

9、outstanding.After giving effect of to the Business Combination(as defined in thisReport),the issuer had 378,463,226 Webull Class A Ordinary Shares(as defined in this Report)issued and outstanding and 82,988,016 Webull Class BOrdinary Shares(as defined in this Report)issued and outstanding as of the

10、Closing Date(as defined in this Report).Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to S

11、ection 13 or 15(d)of theSecurities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or for such shorter period that the registrant was requ

12、ired to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)durin

13、g the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth company.Seedefinition of“large accelerated

14、filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if th

15、e registrant has elected touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of theExchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standa

16、rds Board to its AccountingStandards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal controlover financial reporting over Section 404(b)of the Sarbanes-Oxley Act(15

17、U.S.C.7262(b)by the registered public accounting firm that prepared orissued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previou

18、sly issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate

19、by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:US GAAPInternational Financial Reporting Standards as issued by the InternationalAccounting Standards BoardOther If“Other”has been checked in response to the previous question

20、indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18 If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No Indicate by check mark whether the registrant h

21、as filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/w

22、ww.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm2/235 WEBULL CORPORATION TABLE OF CONTENTS Page FREQUENTLY USED TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvPART I 1 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS1 ITEM 2.OFFER STATISTICS

23、AND EXPECTED TIMETABLE1 ITEM 3.KEY INFORMATION1 ITEM 4.INFORMATION ON THE COMPANY48 ITEM 4A.UNRESOLVED STAFF COMMENTS91 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS92 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES124 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS133 ITEM 8.FINANCI

24、AL INFORMATION138 ITEM 9.THE OFFER AND LISTING142 ITEM 10.ADDITIONAL INFORMATION143 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK160 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES160 PART II 163 ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES.163 ITEM 14.M

25、ATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.163 ITEM 15.CONTROLS AND PROCEDURES163 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT164 ITEM 16B.CODE OF ETHICS164 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES164 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMI

26、TTEES165 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS166 ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT166 ITEM 16G.CORPORATE GOVERNANCE166 ITEM 16H.MINE SAFETY DISCLOSURE167 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS167 ITEM

27、 16J.INSIDER TRADING POLICIES167 ITEM 16K.CYBERSECURITY167 PART III169 ITEM 17.FINANCIAL STATEMENTS169 ITEM 18.FINANCIAL STATEMENTS169 ITEM 19.EXHIBITS169INDEX TO FINANCIAL STATEMENTS OF WEBULL CORPORATIONF-1 i2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.

28、htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm3/235 FREQUENTLY USED TERMS Unless otherwise stated in this Report on Form 20-F(this“Report”)or the context otherwise requires,references to:“API”means application programming interface,a tool that allows co

29、mputer programmers to access the functionality of published softwaremodules and services on the web,which plays an important role in app development and network programming;“Auxo”means Auxo Capital Managers LLC,a Delaware limited liability company established for the purpose of forming and managing

30、SKGR,and its permitted transferees;“Business Combination Agreement”means the business combination agreement,dated as of February 27,2024,as amended on December 5,2024and as amended on March 31,2025,by and among SKGR,Webull,Merger Sub I and Merger Sub II;“Business Combination”means the transactions c

31、ontemplated by the Business Combination Agreement,including the Mergers,and the othertransactions contemplated by the other transaction documents contemplated by the Business Combination Agreement;“Cayman Companies Act”means the Companies Act(As Revised)of the Cayman Islands;“Closing”means the closi

32、ng of the Business Combination contemplated by the Business Combination Agreement;“Closing Date”means April 10,2025;“Code”means the Internal Revenue Code of 1986,as amended;“Company”means Webull Corporation,a Cayman Islands exempted company.“customer(s)”means registered users who have opened a broke

33、rage 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 customers in their Webull brokerageaccounts,net of customer margin balances,as of the record date;“DARTs”means daily average revenue trades,

34、which is the number of customer trades executed during a given period divided by the numberof trading days in that period;“Existing Webull Shareholders”mean the shareholders of Webull immediately prior to the consummation of the Business Combination;“First Merger”means the merger whereby Merger Sub

35、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 which the customer has made an initial deposit or money transfer,of any amount,whoseaccount balance(which is measured as the fair value of as

36、sets in the customers account less the amount due from the customer)has not dropped to orbelow zero dollars for 45 consecutive calendar days as of the record date.Funded account reflects unique customers,multiple funded accounts by a singlecustomer are counted as one funded account;ii2025/6/6 23:33s

37、ec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm4/235 “Lock-Up Period”means a period commencing on the Closing Date and ending on the date that is one hundred and eighty(180)days f

38、rom theClosing Date;“Lock-Up Shares”means any Webull Class A Ordinary Shares held by the Lock-Up Shareholders on the Closing Date and any Ordinary Sharesacquired by the Lock-Up Shareholders upon the vesting or exercise of equity awards granted pursuant to the Companys equity incentive plans;“Lock-Up

39、 Shareholders”means the Members set forth on Schedule A attached to the Webull Articles(and any other person to whom such personmay transfer any Lock-Up Shares as permitted under clauses(a)through(h)of Article 6.9 of the Webull Articles);“Initial SKGR Shareholders”means collectively,Auxo,the indepen

40、dent directors of SKGR immediately prior to the consummation of theBusiness Combination,and any of their permitted transferees;“Mergers”means,collectively,the First Merger and the Second Merger;“Nasdaq”means the Nasdaq Stock Market LLC;“quarterly churn rate”means the ratio of(i)churned accounts duri

41、ng the current quarter to(ii)the sum of total funded accounts at the end of thepreceding quarter and new funded accounts acquired during the current quarter;“quarterly retention rate”means one minus the quarterly churn rate;“Second Merger”means the merger whereby SKGR(as the surviving entity of the

42、First Merger)merged with and into Merger Sub II,with MergerSub II being the surviving company and remaining as a wholly-owned subsidiary of Webull;“SKGR”means SK Growth Opportunities Corporation,formerly a blank check company incorporated as a Cayman Islands exempted company forthe purpose of effect

43、ing a merger,share exchange,asset acquisition,share purchase,reorganization or similar business combination with one or morebusinesses or entities;“SKGR 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 ordina

44、ry 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 Shares”means the ordinary shares of SKGR,par value$0.0001 per share,consisting of SKGR Class A Ordinary Shares andSKGR Class B Ordinary Shares;“SKGR Pr

45、ivate Warrants”means the non-redeemable warrants sold to Auxo in the private placement consummated concurrently with the SKGRIPO,each entitling Auxo to purchase one SKGR Class A Ordinary Share on a cashless basis or at an exercise price of$11.50 per share,subject toadjustment;“SKGR Public Warrants”m

46、eans the redeemable warrants issued in the SKGR IPO,each entitling its holder to purchase one SKGR Class AOrdinary Share at an exercise price of$11.50 per share,subject to adjustment;iii2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Ar

47、chives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm5/235 “SKGR Shareholders”means the holders of SKGR Ordinary Shares;“SKGR Warrants”means collectively,the SKGR Private Warrants and the SKGR Public Warrants;“Webull”means Webull Corporation,a Cayman Islands exempted company;“Webull

48、Articles”means the fifth amended and restated memorandum and articles of association of Webull,which was adopted and becameeffective immediately prior to the effective 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,

49、each entitling the holder thereofto one vote;“Webull Class B Ordinary Shares”means the Class B ordinary shares of Webull,par value US$0.00001 per share,each entitling the holder thereofto 20 votes;“Webull Financial”means Webull Financial LLC,a limited liability company incorporated under the laws of

50、 the State of Delaware;“Webull Incentive Warrants”means,collectively,each redeemable warrant to purchase one Webull Class A Ordinary Share pursuant to the termsof the Incentive Warrant Agreement;“Webull Ordinary Shares”means ordinary shares of Webull,par value US$0.00001 per share,consisting of Webu

51、ll Class A Ordinary Shares andWebull Class B Ordinary Shares;“Webull Private Warrants”means the warrants into which the SKGR Private Warrants converted at the effective time of the First Merger andwhich are otherwise identical to the Webull Public Warrants,except that,as long as they are held by Aux

52、o,they are non-redeemable and may be exercisedto purchase one Webull Class A Ordinary Share on a cashless basis;“Webull Public Warrants”means the redeemable warrants into which the SKGR Public Warrants converted at the effective time of the FirstMerger,each entitling its holder to purchase one Webul

53、l Class A Ordinary Share at a price of US$11.50 per share,subject to adjustment,and any WebullPrivate Warrants that became Webull Public Warrants because they ceased to be held by Auxo or its permitted transferees;“Webull Securities”means collectively,the Webull Class Ordinary Shares,the Webull Priv

54、ate Warrants,the Webull Public Warrants and theWebull Incentive Warrants;“Webull Shareholders”means holders of Webull Ordinary Shares;and“Webull Warrants”means,collectively,the Webull Private Warrants and the Webull Public Warrants.iv2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/0001213900250356

55、56/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm6/235 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report on Form 20-F includes statements that express the Companys opinions,expectations,beliefs,plans,objectives,assump

56、tions orprojections regarding future events or future results and therefore are,or may be deemed to be,“forward-looking statements”as defined in Section 27A ofthe Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended,that involve significant risks andunc

57、ertainties.These forward-looking statements can generally be identified by the use of forward-looking terminology,including the terms“anticipates,”“believes,”“continues,”“could,”“estimates,”“forecasts,”“intends,”“expects,”“may,”“plans,”“predicts,”“projects,”“proposes,”“seeks,”“should,”“targets”or“wi

58、ll”or,in each case,their negative or other variations or comparable terminology.These forward-looking statements include all matters thatare not historical facts.Such forward-looking statements are based on available current market information and the current expectations of Webull including beliefs

59、 andforecasts concerning future developments and the potential effects of such developments on the Company.Factors that may impact such forward-lookingstatements include:the ability of the Company to capitalize on the anticipated benefits of the Business Combination,to grow and manage growth profita

60、bly,maintain relationships and deepen engagement with users,customers and suppliers,and retain its management and key employees;the reliance of key functions of the Companys business on third-parties and the risk that the Companys platform and systems rely onsoftware and applications that are highly

61、 technical and may contain undetected errors that could result in unexpected network interruptions.failures,security 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 tocomplex or

62、constantly evolving political or regulatory environments that may result in substantial costs or require adverse changes to theCompanys business practices;the Companys estimates of expenses,costs(including costs related to the Business Combination),of profitability or of other operational andfinanci

63、al metrics as well as the Companys expectations regarding demand for and market acceptance of its products and service;the Companys reliance on trading related income,including payment for order flow(“PFOF”),and the risk of new regulation or bans onPFOF and similar practices;the Companys exposure to

64、 fluctuations in interest rates,rapidly changing interest rate environments,volatile prices of securities and tradingvolumes;the Companys reliance on a limited number of market makers and liquidity providers to generate a large portion of its revenues,and thenegative impact of the loss of any of tho

65、se market makers or liquidity providers;the effects of competition in the Companys industry and the Companys need to constantly innovate and invest in new markets,products,technologies or services to retain,attract and deepen engagement with users;v2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/0

66、00121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm7/235 changes in international trade policies and trade disputes that could result in tariffs,taxes or other protectionist measures adversely affectingour business;risk

67、s 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 andinvestigations relating to concerns about ou

68、r 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 ineconomic loss,damage to its reputation,deter customers from using its products and services,and expose it to legal penalties and liab

69、ility;risks related to the Companys need as a regulated financial services company to develop and maintain effective compliance and riskmanagement infrastructures as well as to maintain capital levels required by regulators and self-regulatory organizations;the ability to meet,or continue to meet,st

70、ock exchange listing standards;the possibility of adverse developments in pending or new litigation and 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 tofile with or furnish to th

71、e U.S.Securities and Exchange Commission(the“SEC”)may be less extensive and less timely compared to thatrequired to be filed with the SEC by U.S.domestic issuers;and the other risks and uncertainties included in this Report under“Item 3.Key Information D.Risk Factors.”There can be no assurance that

72、future developments affecting the Company will be those that the Company has anticipated.Undue reliance shouldnot be placed upon any forward-looking statements made by the Company and any forward-looking statements made involve a number of risks,uncertainties(some of which are beyond the Companys co

73、ntrol)or other assumptions that may cause actual results or performance to be materiallydifferent from those expressed or implied by these forward-looking statements.These risks and uncertainties include,but are not limited to,those factorsdescribed above or under“Item 3.Key Information D.Risk Facto

74、rs.”Reported results should not be considered an indication of future performance.Should one or more of these risks or uncertainties materialize,or should any of the assumptions prove incorrect,actual results may vary in materialrespects from those projected in these forward-looking statements.The C

75、ompany will not undertake any obligation to update or revise any forward-lookingstatements,whether as a result of new information,future events or otherwise,except as may be required under applicable securities laws.vi2025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f

76、_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm8/235 PART I ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS Not applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.ITEM 3.KEY INFORMATION A.Reserved B.Capitalizatio

77、n and Indebtedness Not applicable.C.Reasons for the Offer and Use of Proceeds Not applicable.D.Risk Factors Summary of Risk Factors Our business faces significant risks and uncertainties.You should carefully consider all of the information set forth in this Report and in otherdocuments we file with

78、or furnish to the SEC,including the risk factors following this risk factor summary,before deciding to invest in or to maintain aninvestment in our securities.Our business,as well as our reputation,financial condition,results of operations and share price,could be materially adverselyaffected by any

79、 of these risks,as well as other risks and uncertainties not currently known to us or not currently considered material.These risks include,among others,the following:Risks Relating to Our Business We have a limited operating history and our historical operating and financial results are not necessa

80、rily indicative of future performance,which makes it difficult to predict our future business prospects and financial performance.We incurred net losses in the past,and we may not maintain net income in the future.We face risks associated with our global operations and continued global expansion.We

81、face intense competition,and we may not compete effectively.Our business is heavily reliant on trading related income;if there is a sustained slowdown in securities trading,our results of operations andbusiness prospects may be adversely affected.A majority of our trading-related income is derived f

82、rom payment for order flow,or PFOF.We are directly and indirectly exposed to fluctuations in interest rates,and rapidly changing interest rate environments could reduce ourinterest related income and adversely affect our results of operations.We may not be able to successfully execute our strategies

83、 and effectively manage our growth and the increasing complexity of our business.12025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm9/235 Risks Relating to Regulations

84、 Applicable to our Industry We are subject to extensive regulatory requirements in the jurisdictions where we operate.The regulatory environments that we operate in are constantly evolving,which may cause us to incur substantial costs or require us to changeour business practices in ways that are ad

85、verse to our business.We may be involved in regulatory investigations,actions,and settlements during our course of business,such as the$3 million fine we paidto FINRA in February 2023.Risks Relating to Attracting,Retaining and Engaging Customers We may be unable to retain existing customers or attra

86、ct new customers,or fail to offer a positive trading experience to our customers andaddress their needs.We cannot guarantee the profitability of our customers investments or ensure that our customers will exercise rational judgment with respectto their investments.Risks Relating to Our Platform,Syst

87、ems and Technology Our platform and internal systems rely on software and applications that are highly technical and may contain undetected errors.An increase in volume on the systems we use or other errors or events could cause them to malfunction.We may experience unexpected network interruptions,

88、security breaches,or computer virus attacks and failures in our information technologysystems.Risks Relating to Our Products and Services Our PFOF practices may potentially create a misalignment of interest.We rely on a limited number of market makers and liquidity providers to generate a large port

89、ion of our revenues.A loss of any of thosemarket makers or liquidity providers could negatively affect our business.We historically provided our customers access to digital assets trading via our Webull App,which may subject us to risks.Risks Relating to Cybersecurity,Data Privacy,and Intellectual P

90、roperty Failure to protect customer data and privacy or to prevent security breaches relating to our platform could result in economic loss,damage ourreputation,deter customers from using our products and services,and expose us to legal penalties and liability.Laws and regulations regarding cybersec

91、urity and data privacy are complex and evolving.22025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm10/235 Risks Related to Ownership of Our Securities Failure to meet

92、Nasdaqs continued listing requirements could result in the delisting of our securities,negatively impact the price of oursecurities and negatively impact our ability to raise additional capital;If the Business Combinations benefits do not meet the expectations of investors,shareholders or financial

93、analysts,the market price of theWebull Securities may decline.Our management team has limited experience managing a public company,which may result in difficulty adequately operating and growingour business.The requirements of being a public company may also strain our resources and distract our man

94、agement,which could make itdifficult to manage our business.We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisionsapplicable to United States domestic public companies.As a result,our shareholders may not have the same

95、 protections afforded toshareholders of companies that are subject to all Nasdaq corporate governance requirements.If we fail to maintain an effective system of internal control over financial reporting,we may not be able to accurately report our financialresults or prevent fraud.As a result,shareho

96、lders could lose confidence in our financial and other public reporting,which would harm ourbusiness and the trading price of our securities.Risks Relating to Our Business We have a limited operating history and our historical operating and financial results are not necessarily indicative of future

97、performance,whichmakes it difficult to predict our future business prospects and financial performance.We have a limited operating history,which makes it difficult to evaluate our future prospects and ability to make profit.We launched our digitaltrading platform in May 2018,and have experienced a p

98、eriod of significant growth since then.We expect our business expansion to continue as we furthergrow our customer base,increase customer engagement and explore new market opportunities.However,due to our limited operating history,our historicalgrowth rates and past revenues may not be indicative of

99、 our future performance.There is no assurance that our growth rate will continue in future periodsand you should not rely on the revenue growth of any given prior quarterly or annual period as an indication of our future performance.If our growth ratewere to decline significantly or become negative,

100、it could adversely affect our operating results and financial condition.We cannot assure you that we can successfully implement our business model.As the market and our business develop,we may modify ourplatform,products,and services.These changes may not achieve expected results and may have a mate

101、rial and adverse impact on our results of operationsand financial condition.Rather than relying on our historical operating and financial results to evaluate us,you should consider our business prospects inlight of the risks and difficulties we may encounter as an early-stage company operating in a

102、rapidly evolving and highly competitive market.We may notbe able to successfully address these risks and difficulties,which could significantly harm our business,results of operations,and financial condition.We incurred net losses attributable to ordinary shareholders in the past,and we may not achi

103、eve net income attributable to ordinary shareholders inthe future.We incurred net losses attributable to ordinary shareholders in the past.We incurred net losses attributable to ordinary shareholders of$334.0million and$517.8 million in 2023 and 2024,respectively,after recognizing the effects of pre

104、ferred share redemption value accretion.We cannot assureyou that we will be able to achieve net income attributable to ordinary shareholders in the future.Any failure to increase our revenue or to manage ouroperating expenses could prevent us from achieving net income attributable to ordinary shareh

105、olders.Our ability to generate net income will depend onfactors such as growth of our customer base,our ability to engage and monetize our customers,our ability to expand globally,optimization of our operatingexpenses,and macro-environment and conditions.There can be no assurance that we will be abl

106、e to generate net income consistently.32025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm11/235 We face risks associated with our global operations and continued globa

107、l expansion.We have businesses in diverse global markets and are subject to risks associated with doing business across the globe and in differing economicand regulatory environments.Our business,financial condition,and results of operations may be influenced to a significant degree by macro-economi

108、c andsocial conditions globally and in our markets.A general slowdown or volatility in the global economy,including recession,inflation,or a tightening ofcapital markets,could adversely affect our business,financial condition,and results of operations.Changes in retail investors behavior due to adve

109、rseeconomic conditions may also adversely impact us as such developments could lead to a decrease in trading volume and reduction in demand for ourproducts and services,which may adversely affect our business,financial condition,results of operations,or competitive position.We continue to expand our

110、 operations into additional international markets.However,offering our products and services in a new geographicalarea involves numerous risks and challenges.As we enter into countries and markets that are new to us,we must tailor our services and business model tothe unique circumstances of such co

111、untries and markets,which can be complex,difficult,and costly,and could divert management and personnelresources.In addition,we may face competition in other countries from companies that may have more experience with operations in those countries orwith global operations in general.Laws and busines

112、s practices that favor local competitors or prohibit or limit foreign ownership of certain businesses,orour failure to adapt our practices,systems,processes,and business models effectively to the customer preferences of each country into which we expand,could slow down our growth.Certain markets in

113、which we operate have,or certain new markets in which we may operate in the future may have,lowermargins than our more mature markets,which could have a negative impact on our overall margins as our revenues from these markets grow over time.In addition to the above,continued operations and expansio

114、n around the world exposes us to other risks such as:exposure to local economic or social instability,threatened or actual acts of terrorism and security concerns in general;difficulties in achieving market acceptance of our products and services in different geographic markets with different prefer

115、ences;difficulties in managing international operations;evolving local government regulation on securities trading activities and foreign investment;potentially more stringent bodies of law regulating our industry,intellectual property,tax,privacy,or data protection;barriers to entry of local market

116、s;and exchange rate fluctuations.As a result of these risks,we may find it difficult or prohibitively expensive to operate on a global scale or to enter into additional markets.Entryinto foreign markets could be delayed,which could hinder our ability to grow our business.There can be no assurance th

117、at our global operations orexpansion plan will proceed as planned or succeed at all.Unsuccessful global operations or expansion may incur significant expenses and divertmanagements attention,which in turn may adversely affect our business,financial condition,and results of operations.We face intense

118、 competition,and we may not compete effectively.The market for digital trading and investing services is rapidly evolving and intensely competitive.We expect competition to continue andintensify in the future.We face competition from traditional retail brokerage firms and digital trading platforms i

119、n various markets where we operate ourbusinesses.In an effort to satisfy the demands of investors for next-generation electronic trading systems,universal access to markets,smart routing,bettertrading tools,and lower financing rates,our competitors have embarked upon building such systems and servic

120、e enhancements.42025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm12/235 We expect competition to increase in the future as current competitors diversify and improve t

121、heir product and service offerings and as newparticipants enter the market.We cannot assure you that we will be able to compete effectively or efficiently with current or future competitors.They maybe acquired by,receive investment from or enter into strategic relationships with,established and well

122、-financed companies or investors,which would helpenhance their competitiveness.Furthermore,the current competitors and new entrants in the digital trading and investing industry may also seek to developnew service offerings,technologies,or capabilities which could render some of the services that we

123、 offer obsolete or less competitive.Some of them mayadopt more aggressive pricing policies or devote greater resources to marketing and promotional campaigns than we do.The occurrence of any of thesecircumstances may hinder our growth and reduce our market share,and thus our business,results of oper

124、ations,financial condition,and prospects would bematerially and adversely affected.Our business is heavily reliant on trading related income;if there is a sustained slowdown in securities trading,our results of operations and businessprospects may be adversely affected.Like other digital trading fir

125、ms,our business and profitability are directly affected by factors that are beyond our control,such as economicconditions,broad trends in business and finance,investor sentiment in capital markets,changes in the volume of securities and derivative transactions,changes in the markets in which such tr

126、ansactions occur,and changes in how such transactions are processed.Weakness in the equity markets,such as aslowdown causing a reduction in trading volume in U.S.or foreign-listed securities,derivatives,and other financial instruments,may result in reducedtransaction revenues and would have a materi

127、al adverse effect on our business,financial condition,and results of operations.Our revenues depend substantially on our customers trading volume,which is influenced by the general trading activities in the securities tradingmarket.Declines in trading volumes generally result in lower revenues from

128、securities trading activities.Declines in market values of securities or otherfinancial instruments can also result in illiquid markets,which can also result in lower revenues and profitability from securities trading activities.Additionally,securities trading faces competition from other investment

129、 products,such as passive investment products and other innovative investmentinstruments.These alternative investment products may divert investors from or reduce their activity levels in securities trading.Any of the foregoingfactors could have a material adverse effect on our business,financial co

130、ndition,results of operations,and cash flows.A majority of our trading-related income is derived from payment for order flow.We derived a significant percentage of our revenues via payments from our market makers and liquidity providers,a practice known as paymentfor order flow,or PFOF.Revenue gener

131、ated from equity and option order flow income amounted to$192.2 million in 2023 and$197.1 million in 2024,representing 49.3%and 50.5%of our total revenues during the same period,respectively.The practice of PFOF has drawn heightened scrutiny from the U.S.Congress,the SEC,state regulators and other r

132、egulatory and legislativeauthorities.For example,regulators have brought enforcement actions against a similarly situated broker-dealer for matters relating to its receipt of PFOF,which resulted in material fines and censures.We cannot assure you that lawmakers and regulators will not bring a simila

133、r action against us or imposerestrictions on the practice of PFOF in the future,including,but not limited to,requirements to provide additional disclosure on best execution,or imposemaximum payment rates and limitations on trading volume applicable to PFOF or ban the practice entirely.For example,in

134、 December 2022,the SECproposed four separate equity market structure rules related to(i)best execution;(ii)order competition,including requiring certain retail equity orders to beexposed in auctions before being internalized;(iii)order execution disclosure;and(iv)order tick size and fee caps.Althoug

135、h these proposed rules relatedto market structure design do not outright ban PFOF,they introduce new requirements around“conflicted transactions,”and if adopted as proposed,theywould have the indirect effect of making PFOF more difficult or impossible to earn and compressing the revenues we could th

136、eoretically earn.Any new orheightened PFOF regulation,including the abovementioned proposed rules if adopted as proposed,could have a material and adverse effect on ourbusiness operations and we may experience pressure and disruption to our current business operations.In addition,as a broker-dealer

137、facilitating thetrading of national market system stocks,we are subject to the disclosure obligations of Rules 605 and 606 of Regulation NMS,which were adopted in2000 to help the public compare and evaluate execution quality at different market centers.In March 2024,Rule 605 was amended to increase

138、thedisclosure obligations of brokerages subject to Rule 605.Compliance with these amendments may require us to make additional disclosures about ourexecution practices,some of which could cause certain of our customers or potential customers to not use our investing platform.We may incur significant

139、compliance costs in an effort to comply with any such laws and regulations.Because some of our competitors either do not engage in PFOF or derive alower percentage of their revenues from PFOF than we do,any such heightened regulation or a ban of PFOF could have an outsized impact on our resultsof op

140、erations.Furthermore,depending on the nature of any new requirements,heightened regulation could also increase our risk of potential regulatoryviolations and civil litigation,which could result in fines or other penalties,as well as negative publicity.52025/6/6 23:33sec.gov/Archives/edgar/data/18663

141、64/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm13/235 We are directly and indirectly exposed to fluctuations in interest rates,and rapidly changing interest rate environments could reduce our interestrelated inc

142、ome and adversely affect our results of operations.A large portion of our revenue comes from interest related income earned from our stock lending services,margin financing services as well asinterest income from customers and our own bank deposits.Interest rates are the key driver of our interest r

143、elated income and are subject to many factorsbeyond our control.Reductions in interest rates and a return to a low interest rate environment would adversely affect our revenues and net income.Higher interest rates also lead to higher payment obligations by our customers to us and to their creditors

144、under mortgage,credit card,and otherconsumer and merchant loans,which might reduce our customers ability to satisfy their obligations to us,including failing to pay for securities purchased,deliver securities sold,or meet margin calls,and therefore lead to increased delinquencies,charge-offs,and all

145、owances for loan and interest receivables,which could have an adverse effect on our revenues and net income.Fluctuations in interest rates could adversely impact our customers general spendinglevels and ability and willingness to invest through our platform.We may not be able to successfully execute

146、 our strategies and effectively manage our growth and the increasing complexity of our business.We continue to experience significant growth and expansion in our business,which will continue to place demands on our management,operational,compliance,and financial resources.We may encounter difficulti

147、es as we execute our strategies and expand our operations,data andtechnology,marketing and branding,general and administrative and compliance functions.To effectively manage and capitalize on our growth,we mustcontinue to expand our information technology and financial,operating,administrative and c

148、ompliance systems and controls,and continue to manageheadcount,capital,and processes efficiently.Our continued growth could strain our existing resources,and we could experience ongoing operating andcompliance difficulties in managing our business as it expands across multiple jurisdictions,includin

149、g difficulties in hiring,training,and managing adiverse and growing employee base.Failure to scale and preserve our company culture with growth could harm our future success,including our ability toretain and recruit personnel and to effectively focus on and pursue our corporate objectives.If we do

150、not adapt to meet these evolving challenges,or if ourmanagement team does not effectively scale with our growth,we may experience erosion to our brand,the quality of our products and services may suffer,and our company culture may be harmed.Successful implementation of our growth strategy will also

151、require significant expenditures before any substantial associated revenue is generatedand we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth.Because we have a limited historyoperating our business at its current scale,it is difficult to e

152、valuate our current business and future prospects,including our ability to plan for and modelfuture growth.Our limited operating experience at this scale and other economic factors beyond our control reduce our ability to accurately forecastquarterly or annual revenue.Failure to manage our future gr

153、owth effectively could have an adverse effect on our business,operating results,and financialcondition.New lines of business or new services may subject us to additional risks.From time to time,we may implement new lines of business or offer new services within existing lines of business.There are s

154、ubstantial risks anduncertainties associated with these efforts,particularly in instances where the markets are not fully developed.For example,during the second quarter of2023 we began offering investment advisory services through Webull Advisors LLC,and during the first quarter of 2024 we began of

155、fering futuresproducts through Webull Financial LLC,in each case exposing us to new rules and regulations relevant to that new line of business.We may also investsignificant time and resources in developing and marketing other new lines of business and/or new services.Initial timetables for the intr

156、oduction anddevelopment of new lines of business and/or new services may not be achieved and profitability targets may not prove feasible.External factors such ascompliance with regulations,competition,and shifting market preferences may also impact the successful implementation of a new line of bus

157、iness or anew service.Our personnel and technology systems may fail to adapt to the changes in such new areas,and we may fail to effectively integrate newservices into our existing operation.We may also lack experience in managing new lines of business or new services.In addition,we may be unable to

158、proceed with our operation as planned or compete effectively due to different competitive landscapes in these new areas.Furthermore,any new line ofbusiness and/or new service could place significant challenges on the effectiveness of our internal control system.Failure to successfully manage theseri

159、sks in the development and implementation of new lines of business or new services could have a material adverse effect on our business,results ofoperations,and financial condition.62025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archiv

160、es/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm14/235 Our business depends on our strong brand.We may fail to protect or promote our brand and reputation,or be subject to negative media coverage ofour company,our business partners,or our industry.We have developed a strong brand th

161、at we believe has contributed significantly to the success of our business.Maintaining,protecting,andenhancing the“Webull”brand is critical to expanding our customer base,and depends largely on our ability to continue to develop and provide reliable andsatisfactory experiences for our customers and

162、to attract other business partners to work with us.Our brand and reputation could be harmed if we fail toachieve these objectives or if our public image were to be tarnished by negative publicity,misinformation,unexpected events,or actions by third parties.Unfavorable publicity regarding,for example

163、,our product changes,product quality,litigation or regulatory activity,privacy practices,terms of service,employment matters,the use of our products and services for illicit or objectionable ends,the actions of our customers,or the actions of other companiesthat provide similar services to ours,rega

164、rdless of the truthfulness of such publicity,has in the past,and could in the future,adversely affect our reputation.Further,we have in the past,and may in the future,be the target of social media campaigns criticizing actual or perceived actions or inactions that aredisfavored by our customers,empl

165、oyees,or society at-large;these campaigns could materially impact our customers decisions to trade on our platform.Any such negative publicity could have an adverse effect on the size,activity,and loyalty of our customers and result in a decrease in revenue,which couldadversely affect our business,o

166、perating results,and financial condition.Our brand may also be impaired by a number of other factors,including any failureto keep pace with technological advances,a decline in execution efficiency,failure to protect our intellectual property rights,or alleged violations by us oflaw and regulations o

167、r public policy.The U.S.Congress and various executive agencies,including the Department of Commerce and the Department of Defense,have become increasinglyconcerned about companies with connections to China,and continued inquiries and investigations relating to concerns about our connections toChina

168、 may materially and adversely affect our business,financial condition,and results of operations.The U.S.Government has in recent years taken several measures directed at companies with connections to the Peoples Republic of China.Forexample:the Holding Foreign Companies Accountable Act,which was pas

169、sed in 2020,requires foreign companies listed on U.S.stock exchanges tocomply with U.S.auditing standards.Companies that fail to allow the Public Company Accounting Oversight Board,or PCAOB,to inspecttheir audits for three consecutive years face delisting,and on December 16,2021,the PCAOB determined

170、 that it was unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong,though it vacated thatdetermination one year later;in February 2024,then U.S.President Biden issued Executive Order 14117,calling for the Department of Justice,or

171、DOJ,to promulgateregulations to prevent the large-scale transfer of sensitive personal data and U.S.Government-related data to“countries of concern,”including China.The DOJ issued a final rule implementing this executive order on December 27,2024;in April 24,2024,the Protecting Americans from Foreig

172、n Adversary Controlled Applications Act became law,prohibiting the distribution,maintenance,or provision of internet hosting services for social media companies that are controlled by,among others,a foreign adversary(which is defined to include China)and has been determined by the President to prese

173、nt a significant threat to national security;in October 2024,the U.S.Commerce Department introduced a new export license regime restricting the sale of advanced artificialintelligence chips to China;in January 2025,the U.S.Department of Defense added several prominent Chinese companies to its list o

174、f“Chinese military companies,”alleging such companies have ties to Chinas military;and beginning in April 2025,members of Congress as well as senior members of the Trump administration have mentioned potentially delistingcompanies with connections to China as a tactic that could be deployed in a tra

175、de war with China.72025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm15/235 We believe that we do not fall within the scope of these or other laws,rules,or regulations

176、 targeting companies with connections to China.Thisview is based primarily on the facts that(1)we are regulated as broker-dealers in 12 major markets globally;(2)our principal business operations are basedin the U.S.;(3)of the six members of our current board of directors and senior management teams

177、,five are U.S.citizens and based in the U.S.(namelyMessrs.Denier,H.C.Wang,James,Lu,and Ms.Adams);(4)our auditor,KPMG LLP(“KPMG”),is based in the U.S.;(5)all of the personally identifiableinformation of the customers of Webull Financial,our U.S.broker-dealer,is stored in servers located in the United

178、 States and cannot be transmitted outsideof the United States or accessed by our non-U.S.employees without permission and oversight from our U.S.personnel;and(6)our operations in mainlandChina are limited to research and development and technical support functions.However,our founder and chief execu

179、tive officer,Mr.Anquan Wang,is acitizen of the Peoples Republic of China,owns approximately 18.0%of the outstanding Webull Ordinary Shares and all of the outstanding Webull Class BOrdinary Shares,representing approximately 81.4%of Webulls total voting power following the closing of the Business Comb

180、ination.In addition,ourmainland China subsidiary,Hunan Weibu Information Technology Co.,Ltd.,employs 731 employees,representing 61%of our employees as of December31,2024,and is subject to the jurisdiction of the Peoples Republic of China.We cannot be certain that future laws,rules,or regulations wil

181、l not be draftedin a way that brings us within their scope and that such laws will not materially and adversely affect our business,financial condition,and results ofoperations.We have also been the subject of inquiries and investigations from various government bodies in the United States relating

182、to concerns about ourconnections to China.For example,in April 2024,the attorneys general from 14 different U.S.states posted a letter on a social media platform in whichthey raised concerns about our treatment of the sensitive personal and financial data and alleged that such data could potentially

183、 be exposed to the ChineseCommunist Party,or CCP.Further,on December 5,2024,the Select Committee on the Strategic Competition Between the United States and the ChineseCommunist Party of the U.S.House of Representatives(the“Select Committee”)delivered a letter to the chief executive officer of Webull

184、 Financialrequesting information concerning the relationship between Webull Financial and our operations in China,and the security of sensitive customer data.Webelieve the claims and allegations in both letters were largely based on outdated and inaccurate information about us,and we are cooperating

185、 with both thestate attorneys general and the Select Committee to address the concerns raised in their respective letters.However,we cannot be certain that we will beable to resolve all of their concerns and that the result of their inquiries will not lead to further action on their part,which may m

186、aterially and adverselyaffect our business,financial condition,and results of operations.Adverse economic conditions may adversely affect our business.Our performance is subject to general economic conditions and their impact on the securities markets and our customers.The United States andother key

187、 international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lowerconsumption rates,restricted credit,reduced profitability,weaknesses in financial markets,bankruptcies,and overall uncertainty with respect to theeconomy.Trade wars,sa

188、nctions,and foreign exchange limitations can also increase the severity and levels of unpredictability in economies globally andincrease the volatility of global financial markets.To the extent that general economic conditions and securities markets materially deteriorate,our abilityto attract and r

189、etain customers may suffer.We depend on our senior management and highly skilled personnel and our ability to attract,retain,and motivate them.We believe that our future success depends significantly on our continuing ability to attract,develop,motivate,and retain our senior managementand a sufficie

190、nt number of experienced and skilled employees.Qualified individuals are in high demand and we may have to incur significant costs toattract and retain them.Additionally,we use share-based awards to attract talented employees,and if our share price declines in value,we may havedifficulties recruitin

191、g and retaining qualified employees.In particular,we cannot ensure that we will be able to retain the services of our senior management and key executive officers.The loss of any keymanagement or executive could be highly disruptive and may adversely affect our business operations and future growth.

192、The loss of even a few qualifiedemployees,or an inability to attract,retain,and motivate additional highly skilled employees required for the planned expansion of our business couldadversely impact our operating results and impair our ability to grow.Moreover,if any of these individuals joins a comp

193、etitor or forms a competingbusiness,we may lose crucial business secrets,technological know-how,and other valuable resources.Although our senior management and executiveofficers have non-compete agreements with us,we cannot assure you that they will comply with such agreements or that we will be abl

194、e to effectivelyenforce them.82025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm16/235 We may not be able to obtain additional capital when desired,on favorable terms

195、or at all.We may make investments from time to time in technologies,facilities,equipment,hardware,software,and other projects to remain competitive.If we are not able to achieve or maintain positive cash flow from operations,our business may be adversely impacted and we may require additionalfinanci

196、ng.Due to the unpredictable nature of the capital markets and our industry,there can be no assurance that we will be able to raise additional capitalon terms favorable to us,or at all,if and when required,especially if we experience disappointing results of operations.In addition,our financing activ

197、itiesmay also have a dilutive effect on our shareholders.If adequate capital is not available to us as required,our ability to fund our operations,take advantageof business opportunities,develop or enhance our infrastructure,or respond to competitive pressures could be significantly limited.If we do

198、 raiseadditional funds through the issuance of equity or convertible debt securities,the ownership interests of our shareholders could be significantly diluted orthe newly issued securities may have rights,preferences,or privileges senior to those of existing shareholders.The dilution created by the

199、 potentialexercise of the Webull Warrants and Webull Incentive Warrants,as well as the fact that we are expecting to register for resale a significant number ofWebull Ordinary Shares that are held by the Webull Existing Shareholders,our founder,the Initial SKGR Shareholders and certain investors par

200、ty to Non-Redemption Agreement and Additional Non-Redemption Agreements may make it more difficult for us to raise additional financing through the sale ofequity securities at a price that management deems appropriate.For more information,also see“Risks Relating to Ownership of Securities of WebullF

201、uture resales of Webull Class A Ordinary Shares issued to Webull shareholders and other significant shareholders may cause the market price of theWebull Class A Ordinary Shares to drop significantly,even if Webulls business is doing well.Future resales of the Webull Private Warrants or WebullIncenti

202、ve Warrants may also cause the market price of the Webull Public Warrants or Webull Incentive Warrants to drop significantly,even if Webullsbusiness is doing well.”For more information on the potential exercise of our warrants,please see“Webull Warrants and Incentive Warrants will becomeexercisable

203、for Webull Class A Ordinary Shares,which would increase the number of Webull shares eligible for future resale in the public market and resultin dilution to Webull shareholders.”Our business and reputation may be harmed by the failure of our employees or business partners to perform their duties or

204、their misconduct or errors.We operate in an industry in which integrity and the confidence of our users and customers are of critical importance.During our daily operations,we are subject to risks of errors and misconduct by our employees and business partners,which include:engaging in misrepresenta

205、tion or fraudulent activities when marketing or performing brokerage,advisory,and other services to users andcustomers;improperly using or disclosing confidential information of our users and customers or other parties;concealing unauthorized or unsuccessful activities;or otherwise not complying wit

206、h applicable laws and regulations or our internal policies or procedures.Employee or service provider errors,including mistakes in executing,recording,or processing transactions for customers,could expose us to therisk of material losses even if the errors are detected.Although we have implemented p

207、rocesses and procedures and provide trainings to our employees andservice providers in order to reduce the likelihood of misconduct and error,these efforts may not be successful.If any of our employees or business partners engages in illegal or suspicious activities or other misconduct,we could suff

208、er serious harm to ourreputation,financial condition,customer relationships,and ability to attract new customers and even be subject to regulatory sanctions and significant legalliability.If we were found to have not met our regulatory oversight and compliance and other obligations,we could be subje

209、ct to regulatory sanctions,financial penalties,damage to our reputation,and restrictions on our activities for failure to properly identify,monitor,and respond to potentiallyproblematic activity.Our employees,contractors,and agents could also commit errors that subject us to financial claims for neg

210、ligence,as well asregulatory actions,or result in financial liability.Further,allegations by regulatory authorities of non-compliance could affect our brand and reputation.Wemay also be subject to negative publicity from fines and penalties that would adversely affect our brand,public image,and repu

211、tation,as well as potentialchallenges,suspicions,investigations,or alleged claims against us.It is not always possible to deter all misconduct by our employees or business partnersduring the ongoing operations of our business or uncover any misconduct that occurred in their past employment,and the p

212、recautions we take to detect andprevent any misconduct may not always be effective.Misconduct by our employees or business partners,or even unsubstantiated allegations ofmisconduct,could have a material adverse effect on our reputation and business.Future strategic alliances or acquisitions may have

213、 a material and adverse effect on our business,results of operations,and financial condition.We may enter into strategic alliances,including joint ventures or minority equity investments,with various third parties to further our businesspurpose from time to time.These alliances could subject us to a

214、 number of risks,including risks associated with sharing proprietary information,non-performance by the third party,and increased expenses in establishing new strategic alliances,any of which may materially and adversely affect ourbusiness,or our investments may be subject to loss.We may have limite

215、d ability to monitor or control the actions of these third parties and,to the extentany of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business,we may also suffer negativepublicity or harm to our reputation by virtue of our assoc

216、iation with any such third party.92025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm17/235 In addition,when appropriate opportunities arise,we may acquire additional a

217、ssets,products,technologies,or businesses that are complementaryto our existing business.In addition to possible shareholders approval,we may also have to obtain approvals and licenses from relevant governmentauthorities for the acquisitions and comply with any applicable laws and regulations,which

218、could result in increased delays and costs,and may derail ourbusiness strategy if we fail to do so.Furthermore,acquisitions and the subsequent integration of new assets and businesses into our own require significantattention from our management and could result in a diversion of resources from our

219、existing business,which in turn could have an adverse effect on ourbusiness operations.Acquired assets or businesses may not generate the financial results we expect.Acquisitions could result in the use of substantialamounts of cash,potentially dilutive issuances of equity securities,the occurrence

220、of significant goodwill impairment charges,amortization expenses forother intangible assets,and exposure to potential unknown liabilities of the acquired business.Moreover,the costs of identifying and consummatingacquisitions may be significant.We face risks related to health epidemics and other out

221、breaks,as well as natural disasters,which could significantly disrupt our operations andadversely affect our business,results of operations,and financial condition.Our business could be adversely affected by the effects of epidemics.In recent years,there have been outbreaks of epidemics globally.Our

222、business operations could be disrupted if one or more of our employees are suspected of having contracted COVID-19,H1N1 flu,avian flu or anotherepidemic,since it could require our employees to be quarantined and/or our offices to be disinfected.Our results of operations could be adversely affectedto

223、 the extent that the outbreak has any negative impact on the global economy in general and the global mobile internet and online brokerage industry inparticular.We are also vulnerable to natural disasters and other calamities.Natural disasters or other catastrophic events may also cause damage or di

224、sruptionto our operations,and the global economy,and could have an adverse effect on our business,operating results,and financial condition.Our businessoperations are subject to interruption by natural disasters,fire,power shortages,and other events beyond our control.Further,acts of terrorism,labor

225、activism or unrest,and other geo-political unrest could cause disruptions in our business or the businesses of our partners or the economy as a whole.It is possible that we may be unable to recover certain data in the event of a server failure.We cannot assure you that any backup systems will beadeq

226、uate to protect us from the effects of fire,floods,typhoons,earthquakes,power loss,telecommunications failures,sabotages,war,riots,terroristattacks,or similar events.In the event of a natural disaster,including a major earthquake,blizzard,or hurricane,or a catastrophic event such as a fire,power los

227、s,or telecommunications failure,we may be unable to continue our operations and may endure system interruptions,reputational harm,delays indevelopment of our platform,lengthy interruptions in service,breaches of data security,and loss of critical data,all of which could have an adverse effecton our

228、future operating results.Any of the foregoing events may give rise to server interruptions,breakdowns,system failures,technology platformfailures,or internet failures,which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our abilityto pr

229、ovide services on our platform.Risks Relating to Regulations Applicable to our Industry We are subject to extensive regulatory requirements in the jurisdictions where we operate.Our business is subject to a wide variety of laws,rules,regulations,policies,orders,determinations,directives,treaties,leg

230、al and regulatoryinterpretations and guidance in the markets in which we operate.These local,state,federal,and international laws,regulations,and industry standardsinclude,among others,those governing broker-dealers,investment advisers,money transmission,privacy,data governance,data protection,cyber

231、security,risk management,fraud detection,anti-bribery,anti-money laundering,and counter-terrorist financing.The businesses we are involved in are heavilyregulated,and firms in our industry have been subject to an increasingly regulated environment over recent years,and penalties and fines sought byr

232、egulatory authorities have increased accordingly.Our ability to comply with all applicable laws and rules is largely dependent on our compliance,audit,and reporting systems to ensurecompliance,as well as our ability to attract and retain qualified compliance personnel.We could be subject to discipli

233、nary or other actions in the future dueto claimed non-compliance,including,without limitation,as it relates to obtaining necessary registrations,permits,licenses,and/or other authorizations ina jurisdiction,or maintaining the minimum regulatory capital,which could have a material adverse effect on o

234、ur business,financial condition,and resultsof operations.Many of the government agencies and self-regulatory organizations that oversee our business also engage in regular examinations of ourbusiness which may lead to identification of areas of our operations that are not in compliance with regulato

235、ry requirements.Non-compliance withapplicable laws or regulations,including,without limitation,as they relate to registration with applicable legal authorities and the filing of required forms,notices,and other filings with applicable regulatory authorities,could result in sanctions being levied aga

236、inst us,including fines and censures,suspensionor expulsion from a certain jurisdiction or market,or the revocation or limitation of licenses(or the imposition of a requirement to obtain licenses orpermits).While we have implemented policies and procedures designed to help monitor and ensure complia

237、nce with existing and new laws and regulations,there can be no assurance that we and our employees,contractors,and agents will not violate or otherwise fail to comply with such laws and regulations.To the extent that we or our employees,contractors,or agents are deemed or alleged to have violated or

238、 failed to comply with any laws or regulations,including related interpretations,orders,determinations,directives,or guidance,we or they could be subject to civil,criminal,and administrative fines,penalties,orders,and actions,including being required to suspend or terminate the offering of certain p

239、roducts and services.Consequently,non-compliancewith applicable laws or regulations could adversely affect our reputation,prospects,revenues,and earnings.102025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/0001

240、21390025035656/ea0235698-20f_webull.htm18/235 As we continue to operate and to expand our services internationally,we must comply with the regulatory controls of each country in which weconduct,or intend to conduct business,the requirements of which may not be clearly defined.The varying compliance

241、requirements of these differentjurisdictions,which are often unclear and are subject to change and reinterpretation,may increase the compliance costs of our operations and make it moredifficult to further expand internationally.There can be no assurance that we will be able to comply with all applic

242、able regulations in a cost-effective andtimely manner,or at all.In addition,changes in current laws or regulations or in governmental policies could adversely affect our business,financialcondition,and results of operations.The complexity and the evolution of the regulatory and enforcement regimes t

243、hat we may be subject to across the globe could result in a singleevent prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in differentjurisdictions.Any of the foregoing could,individually or in the aggregate,harm our reputa

244、tion,damage our brands and business,and adversely affect ourresults of operations and financial condition.The regulatory environments that we are subject to are constantly evolving,which may cause us to incur substantial costs or require us to change ourbusiness practices in ways that are adverse to

245、 our business.Over the past few decades,the brokerage and investment industry has experienced meaningful technological innovations and developments,including the introduction of electronic trading,order handling,decimal pricing,mobile internet,and other advances,which have given rise to industryrefo

246、rms.However,certain legal and regulatory regimes were adopted prior to the advent of the internet,mobile technologies,and related technologies.Therefore,these legal and regulatory regimes,including the laws,rules,and regulations thereunder,may continue to evolve and may be modified,interpreted,and a

247、pplied in a manner to keep up with the industry developments and trends,and may take a while to formalize.As a result,substantial costs,risks,and uncertainties may arise in relation to adapting to these regulatory changes.As the laws,rules,and regulations applicable to broker-dealers andinvestment a

248、dvisers that provide services to retail customers,which constitute substantially all of our business,are becoming increasingly scrutinized,wemay be required to change our current business practices in a materially adverse manner to comply with the evolving laws,regulations,or othergovernment or regu

249、latory scrutiny and our introduction of new products or services,our expansion into new lines of business,and our pursuit of otherbusiness opportunities or actions may also be restricted.Adverse changes to,or our failure to comply with,any additional laws and regulations may havean adverse effect on

250、 our reputation and brand and our business,operating results,and financial condition.We may be involved in regulatory investigations,actions,and settlements during our course of business.We operate in a highly regulated industry,and scrutiny of our industry is expected to increase the regulatory ris

251、ks applicable to us and makecompliance with the applicable laws,rules,and regulations more challenging.Furthermore,laws regulating financial services,the internet,mobiletechnologies,and related technologies among various markets may impose different,more specific,or even conflicting obligations on u

252、s,as well asbroader liability.There have been a number of legal and regulatory examinations and investigations conducted by the SEC,FINRA,other federal or stateregulatory agencies,as well as non-U.S.regulatory bodies,arising out of certain business practices and the operations of other market player

253、s in ourindustry,which have lead to lawsuits,arbitration claims,and enforcement proceedings,as well as other actions and claims,and resulted in injunctions,fines,penalties,and monetary settlements.We are subject to routine regulatory oversight,examinations,and inquiries by regulatory authorities as

254、part of the ordinary course of our business.These have in some instances led to,and might in the future lead to,enforcement proceedings,lawsuits,arbitration claims,as well as other actions andclaims,resulting in injunctions,fines,penalties,and monetary settlements.For example,in 2022 FINRA informed

255、Webull Financial that it had foundinstances of alleged non-compliance relating to its option trading approval process and our handling of customer complaints.Specifically,FINRA allegedthat beginning at the time Webull Financial first offered options trading in December 2019 through July 2021,Webull

256、Financial did not exercise reasonabledue diligence before approving customers to trade options as flaws in its automated,electronic system to approve or disapprove customer accounts foroptions trading and Webull Financials inadequate supervision of the system resulted in customers being approved for

257、 options trading authority whodid not satisfy its eligibility criteria or whose accounts contained red flags that options trading might not be appropriate for them.FINRA also claimed thatfrom May 2018 through December 2021,Webull Financials supervisory system,including its written supervisory proced

258、ures,was not reasonably designedto identify and respond to customer complaints.Finally,FINRA alleged that from December 2019 through March 2021,Webull Financial did not maintainand keep current an options complaint log.As a result,in February 2023,we signed a letter of acceptance,waiver,and consent

259、and paid a$3 million fine.In addition,in 2022 the Massachusetts Securities Division,or MSD,began examining Webull Financial for allegations that it did not dedicate sufficientresources to compliance,leading Webull Financial to eventually settle with the MSD for$500,000.Further,the SEC found that fro

260、m October 2018 throughDecember 2022 Webull Financial filed deficient suspicious activity reports,or SARs,with the U.S.Department of the Treasurys Financial CrimesEnforcement Network,in that the SARs failed to include all of the required details of the reported suspicious transactions that Webull Fin

261、ancial knew orshould have known in the narrative of the SARs.Webull Financial agreed to cease and desist the filing of deficient SARs and paid a fine of$125,000.112025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/18663

262、64/000121390025035656/ea0235698-20f_webull.htm19/235 There can be no assurance that we will not be subject to any material regulatory investigations,actions,or settlements in the future.These sorts ofproceedings,inquiries,examinations,investigations,and other regulatory matters might subject us to f

263、ines,penalties,and monetary settlements,harm ourreputation and brand,require substantial management attention,result in additional compliance requirements,result in certain of our subsidiaries havingtheir regulatory licenses or ability to conduct business in some jurisdictions(which could,among othe

264、r things,result in statutory disqualification byFINRA and the SEC)suspended or revoked,increase regulatory scrutiny of our business,restrict our operations or require us to change our businesspractices,require changes to our products and services,require changes in personnel or management,delay plan

265、ned product or service launches ordevelopment,limit our ability to acquire other complementary businesses and technologies,or lead to the suspension or expulsion of our broker-dealer orother regulated subsidiaries or their officers or employees.We may not be able to obtain or maintain all necessary

266、licenses,permits,and approvals and to make all necessary registrations and filings for ourbusiness activities in multiple jurisdictions.The securities and derivatives business is heavily regulated,and requires certain regulatory licenses,permits,filings,and approvals to conduct anddevelop business.C

267、urrently,we have obtained broker-dealer licenses,approvals or registrations in the United States,Canada,Hong Kong,Singapore,Indonesia,Australia,Japan,the United Kingdom,South Africa,and the Netherlands,and are in the process of securing the licenses required to commenceoperations in additional marke

268、ts in Latin America.For a detailed description of the licenses obtained for our business,see“Item 4.Key Information.B.Business Overview Risk Management Our Licenses and Applicable Jurisdictions.”Although we generally ensure we have the requisite licenses in a new market before onboarding customers,r

269、ules relating to solicitation ofcustomers by foreign registered broker-dealers are sometimes unclear and subject to interpretation,therefore regulators in some jurisdictions in which wehave customers but do not have locally registered broker-dealer licenses may determine that we lack the necessary r

270、egistrations,licenses,permits,or otherauthorizations in order to avail our platform to those customers,which could result in fines,censures,or other penalties,including expulsion from thatjurisdiction.Due to the uncertainties of interpretation and implementation of existing and future laws and regul

271、ations,regulators may determine that thelicenses we hold may not be sufficient to meet the regulatory requirements of the business we conduct or otherwise plan to conduct,which may restrain ourability to expand our business scope and subject us to fines or other regulatory actions by relevant regula

272、tors.As we further develop and expand ourbusiness,we will likely need to obtain additional qualifications,permits,filings,approvals,or licenses.Moreover,we may be required to obtain additionallicenses or approvals for our existing business if the regulatory authorities adopt more stringent policies

273、or regulations for our industry.In addition,to expand our business scope and explore innovative business models,we have adopted and will continue to adopt various operatingstrategies and measures.Due to the uncertainties of interpretation and application of pertinent laws by government authorities,w

274、e cannot guarantee thatsuch strategies and measures will not be challenged under laws and regulations in the jurisdictions where we conduct our business.If so,relevantregulatory authorities may issue warnings,order us to rectify our non-compliant operations and impose fines on us.In the case of seri

275、ous violations asdetermined by relevant authorities at their discretion,they may ban the relevant operations,seize our equipment in connection with such operations,imposefines,or revoke our licenses,which may materially and adversely affect our business.As of the date of this Report,we have not been

276、 subject to any material penalties from any relevant regulatory authorities for failure to obtain anyregulatory licenses for our business operations in the past.The lack of material fines and other penalties is not a guarantee that we have obtained allrequired licenses,registrations or other authori

277、zations in each jurisdiction in which we conduct our business.Further,we cannot assure you thatU.S.federal,state,and local and foreign regulatory agencies will not impose such penalties on us in the future.In addition,we may be required to obtainadditional licenses or permits,and we cannot assure yo

278、u that we will be able to timely obtain,maintain,or renew all required licenses or permits or makeall necessary filings in the future.If we fail to obtain,hold,or maintain any of the required licenses or permits or make the necessary filings on time or atall,we may be subject to various penalties,su

279、ch as confiscation of the revenues that were generated through the unlicensed activities,the imposition offines,and the discontinuation or restriction of our operations.Any such penalties may disrupt our business operations and materially and adversely affectour business,financial condition,and resu

280、lts of operations.122025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm20/235 We have been in the past and may continue to be subject to complaints,claims,controversies

281、,regulatory actions,and legal proceedings.We have been and may continue to be subject to or involved in various complaints,claims,controversies,regulatory actions,arbitrations and legalproceedings.Complaints,claims,arbitration,lawsuits,litigation,and government and regulatory investigations,inquirie

282、s,actions or requests are commonin our industry,and subject to inherent uncertainties,and existing or new claims against us may develop into lawsuits or regulatory penalties and otherdisciplinary actions.We have devoted considerable time and resources to dealing these issues in the past and may have

283、 to do so from time to time in thefuture.Lawsuits,litigation,arbitration and regulatory actions may cause us to incur substantial costs or fines,utilize a significant portion of our resourcesand divert managements attention from our day-to-day operations,materially modify or suspend our business ope

284、rations,or delay planned transactions,product launches or improvements,and may result in additional compliance and licensure requirements,loss or non-renewal of existing licenses orauthorizations,prohibition from or delays in obtaining additional licenses or authorizations required for our business,

285、and/or barring or termination ofcertain employees,any of which could materially and adversely affect our financial condition,results of operations,business prospects,brand,andreputation.Defending against litigation,investigations,inquiries,or other claims is costly and can impose a significant burde

286、n on our management andemployees,and there can be no assurance that favorable final outcomes will be obtained in all cases.Settlements of such claims can also be costly.Inaddition,there can be no assurance that we will be successful in the claims we pursue against other parties.Any resulting liabili

287、ty,losses or expenses,orchanges required to our businesses to reduce the risk of future liability may have a material adverse effect on our business,financial condition,andprospects.An adverse outcome of a single claim against us in one jurisdiction may result in significant negative publicity and h

288、eightened scrutiny byregulators and courts of our business operations in other jurisdictions,or potential penalties or other regulatory actions against us.Any of such outcomesmay cause significant disruptions to our operations and materially and adversely affect our results of operations and financi

289、al condition.We may become subject to regulatory scrutiny relating to digital engagement practices or predictive data analytics in the future,which may require usto make significant changes to our business model and practices.On October 14,2021,the SEC issued the“Staff Report on Equity and Options M

290、arket Structure Conditions in Early 2021.”In its report,the SECconcluded that“consideration should be given to whether game-like features and celebratory animations that are likely intended to create positive feedbackfrom trading lead investors to trade more than they would otherwise,”and that“payme

291、nt for order flow and the incentives it creates may cause broker-dealers to find novel ways to increase customer trading,including through the use of digital engagement practices.”Additionally,on August 27,2021,theSEC issued a request for information and comments on broker-dealer and investment advi

292、ser digital engagement practices,or the DEPs,related tools andmethods,regulatory considerations,and potential approaches.In the SECs request,DEPs referred to behavioral prompts,differential marketing,game-likefeatures(commonly referred to as gamification),and other design elements or features design

293、ed to engage with retail investors on digital platforms.In itsrequest,the SEC noted that certain practices,such as PFOF,in combination with zero commissions,create incentives for firms to use DEPs to encouragefrequent trading,and that these incentives may not be transparent to retail investors.The S

294、EC noted that DEPs can potentially harm retail investors if theyprompt them to engage in trading activities that may not be consistent with their investment goals or risk tolerance.Previously,on May 6,2021,intestimony to the House Committee on Financial Services,Former Chair Gensler also discussed t

295、he use of mobile app features such as rewards,bonuses,push notifications,and other prompts.On July 26,2023,the SEC proposed new rules that would impose new obligations on registered broker-dealers andinvestment advisers with respect to their use of certain covered technologies when interacting with

296、investors.If adopted as proposed,the new rulesproposed in July 2023 may require us to modify,limit,or discontinue our use of certain technologies and product features and could significantly changethe way that we interact with existing and prospective customers,which may adversely impact our busines

297、s and revenues.132025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm21/235 Any regulatory initiatives that result from the information submitted in response to the requ

298、est for comment could adversely affect our business,operating results,and financial condition.For example,the SEC or another relevant governmental agency may impose limitations on social networkingtools and other digital engagement practices in the future.Although we have not designed our platform t

299、o encourage our users to trade more frequently,invest in particular securities,or change their investment strategies,we cannot guarantee you that certain features on our platform,such as the socialfeatures of the Webull Community,simulated trading competitions,use of push mobile notifications,or rew

300、ards for using our investment educationresources,will not be viewed as digital engagement practices or subjected to increased scrutiny in the future.We are subject to regulatory capital requirements set by local securities regulatory authorities and agencies.Stringent rules with respect to the maint

301、enance of specific levels of net capital by broker-dealers or investment advisory firms have been adoptedby many regulatory authorities and agencies.Our business operations may cause us and our subsidiaries to be subject to regulatory capital requirements setby local regulatory authorities and agenc

302、ies.For a detailed description of the regulatory capital requirements that our operating subsidiaries are subject to,see“Item 5.Operating and Financial Review and Prospects Liquidity and Capital Resources Regulatory capital requirements.”We believe we currently are in compliance with all capital req

303、uirements set by all applicable regulatory authorities.However,if we fail to remainin compliance with such capital adequacy requirements,or a regulator takes an adverse action against us or our affiliates as a result of historical non-compliance,we could be forced to suspend our business operations

304、until such time as we have injected enough capital to comply with applicable rules andregulations or otherwise be subject to censures,fines or other sanctions.Additionally,the regulators could suspend or revoke our registration,expel us frommembership,or impose censures,fines,or other sanctions.If t

305、he net capital requirements are changed or expanded,or if there is an unusually large chargeagainst net capital,then our operations that require capital could be limited.A large operating loss or charge against net capital could have a materialadverse effect on our ability to maintain or expand our

306、business.Further,we may from time to time incur indebtedness and other obligations which couldmake it more difficult to meet these capitalization requirements or any additional regulatory requirements.142025/6/6 23:33sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttp

307、s:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm22/235 Risks Relating to Attracting,Retaining and Engaging Customers We may be unable to retain existing customers or attract new customers,or fail to offer a positive trading experience to our customers and addres

308、stheir needs.We provide comprehensive digital trading and investing services and derive substantially all of our revenues from such services.Maintaininggrowth momentum of our platform depends on retaining existing customers and attracting new customers.If there is insufficient demand for our product

309、sand services,we might not be able to maintain and increase our trading volume and revenues as we expect,and our business and results of operations maybe adversely affected.Our success depends largely on our ability to attract new customers and retain existing customers.Although we have been able to

310、 develop a largeand growing customer base,to continue doing so we must attract new customers by continuing to build our brand and reputation as a convenient andreliable digital investment platform,as well as effectively market and precisely target our products and services to prospective users.To re

311、tain and engageour user base,we must provide a superior trading and investing experience,offer quality services,introduce effective trading and investment tools,developengaging and informative platform features,and build and manage an active user community.Our customers may not continue to place tra

312、ding orders or increase the level of their trading activities on our platform if we fail to deliversatisfactory services and experience.Failure to deliver services in a timely manner with satisfactory experience could cause our customers to loseconfidence in us and use our platform less frequently o

313、r even stop using our platform altogether,which in turn could materially and adversely affect ourbusiness.Even if we are able to provide high-quality and satisfactory services on our platform in a timely manner,we cannot assure you that we will beable to retain existing customers and increase tradin

314、g volume when faced with events out of our control,such as changes to our customers personalfinancial situations or the deterioration of capital markets conditions.In addition,we may not be able to retain our existing customers or attract new customers in a cost-effective manner.Historically,we incu

315、rredsignificant expenditures in marketing and branding expenses.However,there can be no assurance that these efforts will yield satisfactory results inretaining our existing customers or attracting new customers.We cannot assure you that we will be able to maintain or grow our customer base in a cos

316、t-effective way,and failure to do so may cause our business,financial condition,and results of operations to be adversely affected.Finally,to the extent any regulatory body determines that our methods of marketing(including the use of testimonials or other endorsements ofthird parties)and/or encoura

317、ging engagement on our platform(including through the provision of free stocks)violate any law,rule,or regulation,weexpect that our marketing efforts and/or the level of trading activities on our platform may be adversely affected and we may be subject to fines,censures,or other regulatory actions i

318、n such jurisdictions.The Webull Affiliate Program exposes us to regulatory scrutiny while our control over the participants and the content that they post about us islimited.Webull Affiliate Programs are part of a marketing strategy under which certain of our subsidiaries establish relationships wit

319、h content creatorswho use social media to promote the Webull platform and are compensated for referring new customers to open brokerage accounts.Our subsidiaries takesteps to ensure that the affiliate program complies with applicable laws and regulations,including by(i)conducting due diligence on pr

320、ospectiveparticipants,(ii)requiring approved participants to comply with specified policies and standards of conduct,as well as to adhere to all applicable laws andregulations,and(iii)monitoring participants social media for compliance on an ongoing basis.However,such steps may not be sufficient to

321、prevent orsignificantly mitigate all risks associated with these program.Due diligence on prospective participants is limited to their currently available,public,identifiable and disclosed social media accounts and information that they provide to our subsidiaries,and may not take into account priva

322、te social mediaaccounts or unidentified accounts associated with prospective participants or private content and messages.Additionally,while our subsidiaries monitoraffiliate marketing program participants social media,certain participants posts and communications may not be subject to pre-approval,

323、and may containcontent which violates the policies and standards they agree to with us or other laws or regulations.There can be no assurance that participants in ouraffiliate marketing programs will comply with all applicable laws and regulations,as required by the terms of the programs,or that the

324、 operation of affiliatemarketing programs will not result in adverse consequences to our subsidiaries that run the programs,including investigations,regulatory enforcementactions,fines or other penalties.Further,the regulatory landscape surrounding digital marketing,including affiliate marketing pro

325、grams,is evolving,withgovernments and regulatory bodies increasingly scrutinizing online advertising practices.Changes in regulations or interpretations thereof could requirecostly adjustments to our program,such as compliance measures or alterations to our affiliate agreements.152025/6/6 23:33sec.g

326、ov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htmhttps:/www.sec.gov/Archives/edgar/data/1866364/000121390025035656/ea0235698-20f_webull.htm23/235 We cannot guarantee the profitability of our customers investments or ensure that our customers will exercise rational judgment w

327、ith respect to theirinvestments.We cannot guarantee the profitability of the trades and investments made by customers on our platform.Substantially all of the trades on ourplatform are self-directed by our customers and the profitability of our customers investments is directly affected by elements

328、beyond our control,such aschanges in price and market liquidity,economic conditions,and broad trends in business and finance.We have created a social community to facilitate thelearning and sharing of financial and market information.Although these materials and commentaries contain prominent discla

329、imers,our customers mayseek to hold us responsible when they use such information to make trading decisions and suffer financial loss on their trades,or if their trades are not asprofitable as they had expected.Furthermore,it is possible that some customers could solely rely on certain predictive st

330、atements made by other customerson our platform,ignoring our alert warnings that customers should make their own investment judgments and should not predict future performance basedon historical results.As a result,our customers trading loss may affect our transaction volumes and revenues as custome

331、rs decide to reduce tradingactivities.In addition,some customers who have suffered substantial losses on our platform may blame our platform,attempt to harm our reputation,seekto recover damages from us or bring lawsuits against us.We may fail to respond or adapt to the rapidly evolving needs of our

332、 customers in a timely and cost-effective manner,or our new product and serviceofferings may not achieve sufficient market acceptance.As we provide services in markets that are characterized by rapid technological change,evolving industry standards,frequent new serviceintroductions,and increasing de

333、mand for higher levels of customer experience,we seek to stay abreast of the needs and preferences of our customers toserve their evolving trading needs and investment demands and keep up with any technological innovations and developments.We believe our ability toanticipate and identify the evolving needs of our users and customers and develop and introduce new service offerings to address such n