Webull Corp F-1, filed May 1, 2025
Webull Corp (BULL)
As filed with the U.S. Securities and Exchange Commission on April 30, 2025
Registration No. 333-______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified
in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| 6211 | Not Applicable | |||
| (State or other jurisdiction
of | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Webull Corporation
(917) 725-2448
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Webull Holdings (US) Inc.
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Christian O. Nagler, P.C. Mathieu Kohmann Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800 |
Benjamin James, Esq. General Counsel Webull Corporation 200 Carillon Parkway St. Petersburg, Florida 33716 (917) 725-2448 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☐
Emerging growth company
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012 |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The Selling Securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Selling Securityholders are not soliciting an offer to buy these securities in any state where the offer is not permitted.
Subject to Completion, Dated April 30, 2025
PRELIMINARY PROSPECTUS
Webull Corporation
Up to 147,445,012 Webull Class A Ordinary Shares,
Up to 6,792,000 Webull Private Warrants,
Up to 20,000,000 Webull Incentive Warrants
Up to 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants, and
Up to 20,913,089 Webull Class A Ordinary Shares underlying Webull Incentive Warrants
This prospectus relates to the offer and sale from time to time by the selling securityholders or their permitted transferees named in this prospectus (the “Selling Securityholders”) of up to (a) 147,445,012 Webull Class A Ordinary Shares (as defined herein), (b) 6,792,000 Webull Private Warrants (as defined herein) held by Auxo (as defined herein) and purchased by Auxo at $1.00 per warrant from SKGR (as defined herein) prior to the assumption of such warrants by Webull in connection with the Business Combination (as defined herein), and (c) 20,000,000 Webull Incentive Warrants (as defined herein) issued for no consideration in connection with the Business Combination to certain Existing Webull Shareholders (as defined herein). The Webull Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 101,752,608 Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination (as defined herein) and which represent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) up to 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares (as defined herein), which are held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination and which represent merger consideration received by our founder with an implicit pro forma value of $10.00 per share, (iii) 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders (as defined herein) in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares (as defined herein) that were initially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Shares (as defined herein) that were issued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) 1,429,686 Webull Class A Ordinary Shares that were issued to certain investors party to Non-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements (as defined herein) in connection with the consummation of the Business Combination upon conversion of SKGR Class B Ordinary Shares transferred to such investors by Auxo for no consideration, (vi) 25,000 Webull Class A Ordinary Shares issued to J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valuing such shares at $10.00 per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, and (viii) 20,000,000 Webull Class A Ordinary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 Webull Incentive Warrants that were issued to them in connection with the Business Combination.
This prospectus also relates to the issuance and sale by us of up to (i) 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants exercisable at $11.50 per share (subject to adjustment), including 6,792,000 Webull Private Warrants held by Auxo and which may be exercised on a cashless basis or at $11.50 per share (subject to adjustment), and (ii) 20,913,089 Webull Class A Ordinary Shares underlying Webull Incentive Warrants that are initially exercisable at $10.00 per share (subject to adjustment) by certain Existing Webull Shareholders and by holders of SKGR Class A Ordinary Shares (as defined herein) that did not redeem such shares in connection with the Business Combination.
The prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or similar transactions. We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders in connection with the Business Combination and pursuant to the requirements of the Warrant Assignment Agreement (as defined herein) and the Incentive Warrant Agreement (as defined herein), respectively.
We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which this prospectus forms a part. Moreover, the securities offered for resale represent a substantial percentage of our total issued and outstanding securities and our public float (95.6% of the SKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO (as defined herein) exercised their right to redeem in connection with, or prior to, the Business Combination). In fact, the Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6% of the issued and outstanding Webull Incentive Warrants. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities and could impair our ability to raise capital through the sale of additional securities. Despite a potential decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased and may have an incentive to sell due to the differences in the purchase prices described above and the public trading price of our securities. Our public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the current trading price. As described in more details above, some of the Selling Securityholders purchased or received their securities at prices considerably below the current market prices. For instance, (A) based on the $15.45 closing price of the Webull Class A Ordinary Shares on April 28, 2025, upon the sale of the Webull Class A Ordinary Shares, (i) the Existing Webull Shareholders may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold, (ii) Mr. Anquan Wang may experience a potential profit of approximately $5.45 per Webull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares, (iii) the Initial SKGR Shareholders may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares, (iv) Auxo may experience a potential profit of approximately $5.45 per share it received upon conversion of its convertible loans, (v) the investors party to the Non-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo for no consideration, (vi) CCM may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR, and (vii) the service providers receiving Webull Class A Ordinary Shares in satisfaction for certain of their fees and expenses may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they sell; (B) based on the $2.06 closing price of the Webull Warrants on April 28, 2025, Auxo may experience a potential profit of approximately $1.06 per Webull Private Warrant they sell; and (C) based on the $3.21 closing price of the Webull Incentive Warrants on April 28, 2025, the Existing Webull Shareholders may experience a potential profit of approximately $3.21 per Webull Incentive Warrant they sell. The frequency of such sales could also cause the market price of our securities to decline or increase the volatility in the market price of our securities. Immediately following the consummation of the Business Combination, 455,599,003 Webull Ordinary Shares (including 82,988,016 Webull Class B Ordinary Shares) were held by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement. However, certain lock-up restrictions entered into in connection with the Business Combination will expire thirty days after the Closing Date (with respect to the Webull Private Warrants held by Auxo), one year after the Closing Date (with respect to the Webull Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors) and one hundred eighty days after the Closing Date (with respect to Webull Ordinary Shares held by Existing Webull Shareholders). The lock-up restrictions described in the foregoing are subject to specified exceptions that may result in earlier transfers or releases of such securities. For instance, the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the Webull Class A Ordinary Shares trade above $12.00 (as the Webull Class A Ordinary shares do as of the date of this prospectus) for twenty (20) trading days within a thirty (30)-trading day period. The Webull Incentive Warrants held by the Existing Webull Shareholders and the Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses are not subject to any contractual transfer restrictions. For more information on securities eligible for future sale, including alternative resale options that the selling securityholders named herein may have in addition to resales covered by this prospectus, see the section entitled “Securities Eligible For Future Sale” and “Risk Factors” in this prospectus.
The Selling Securityholders may offer any, all or none of the securities described in the foregoing for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The resale of these securities is being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means permitted pursuant to applicable law, as described in more details in the section entitled “Plan of Distribution” herein. We are also registering the resale of these securities by the Selling Securityholders, or their donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. The Initial SKGR Shareholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Webull Class A Ordinary Shares they may sell. Further, in connection with any sales of securities offered hereunder, the other Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may also be deemed to be “underwriters” within the meaning of the Securities Act.
We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by Webull upon exercise of the Webull Warrants (to the extent the Webull Private Warrants are exercised for cash) and the Webull Incentive Warrants. We believe that the likelihood that the holders of Webull Warrants and Webull Incentive Warrants will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of the Webull Class A Ordinary Shares. When the market price for the Webull Class A Ordinary Shares is less than $11.50 per share with respect to the Webull Warrants or less than $10.00 per share with respect to the Incentive Warrants, such warrants would be “out of the money” and it would be unlikely that such holders exercise their warrants. However, as of the date of this prospectus, the market price for the Webull Class A Ordinary Shares is above $11.50, which makes an exercise of the Webull Warrants or the Webull Incentive Warrants more likely.
We will pay certain expenses associated with the registration of the resale of the securities covered by this prospectus, as described in the section titled “Plan of Distribution.” Further, we have agreed to indemnify certain of our Selling Securityholders, including the Initial SKGR Shareholders that are each deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell, in connection with any resales pursuant to this prospectus, as described in more details in “Plan of Distribution.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
The Webull Class A Ordinary Shares, Webull Warrants and Incentive Warrants began trading on April 11, 2025 on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “BULL,” “BULLW” and “BULLZ,” respectively. On April 28, 2025, the last reported prices of the Webull Class A Ordinary Shares, Webull Warrants and Incentive Warrants as reported on the Nasdaq was $15.45, $2.06 and $3.21, respectively.
As of the date of this prospectus, Webull had (i) 378,563,226 Webull Class A Ordinary Shares and 82,988,016 Webull Class B Ordinary Shares issued and outstanding, and (ii) 17,271,990 Webull Warrants (including 6,792,000 Webull Private Warrants) and 20,913,089 Incentive Warrants issued and outstanding. Webull also has 44,400,984 Webull Class A Ordinary Shares reserved for issuance pursuant to its Global Plan (as defined herein). As of the date of this prospectus, (i) the Existing Webull Shareholders owned approximately 98.71% of the issued and outstanding Webull Ordinary Shares, representing approximately 99.71% of Webull’s total voting power; (ii) shareholders of SKGR Class A Ordinary Shares owned approximately 0.51% of the issued and outstanding Webull Ordinary Shares, representing approximately 0.12% of Webull’s total voting power, and (iii) the Initial SKGR Shareholders owned approximately 0.75% of the issued and outstanding Webull Ordinary Shares, representing approximately 0.17% of Webull’s total voting power. The Webull Securities offered hereby represent a substantial portion of our issued and outstanding Webull Securities and our significant shareholders, including our founder Anquan Wang, will be able to sell their securities covered by this prospectus for so long as the registration statement of which this prospectus forms a part is available for use. In fact, the Webull Ordinary Shares offered for resale hereby represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold) and include 20,747,004 of the 82,988,016 Webull Ordinary Shares (assuming the conversion of Webull Class B Ordinary Shares into Webull Class A Ordinary Shares) held by our founder, Mr. Anquan Wang, 101,752,608 of the 372,610,987 Webull Class A Ordinary Shares held by our Existing Webull Shareholders, and all of the Webull Class A Ordinary Shares held by the Initial SKGR Shareholders and held by the investors party to the Non-Redemption Agreements and the Additional Non-Redemption Agreements, and that remain unsold as of the date of this prospectus. This resale prospectus also covers all of the 6,792,000 Webull Private Warrants held by Auxo and representing approximately 39.3% of the issued and outstanding Webull Warrants and 20,000,000 Webull Incentive Warrants held by certain of the Existing Webull Shareholders and representing approximately 95.6% of the issued and outstanding Webull Incentive Warrants. Please see further above for a discussion of the significant negative impact that potential sales by our significant shareholders could have on the market price of our securities. For more information on resales of securities not covered by this prospectus or alternative resale options that the selling securityholders named herein may have, also see the section entitled “Securities Eligible For Future Sale.”
Moreover, as a result, upon the consummation of the Business Combination, Webull qualifies as a “controlled company” as defined under the corporate governance rules of the Nasdaq, because Mr. Anquan Wang, one of the founders of Webull, beneficially owns all of our issued and outstanding Webull Class B Ordinary Shares, or approximately 81.43% of the total voting power of all issued and outstanding Webull Ordinary Shares, immediately following the consummation of the Business Combination. For so long as Webull remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules. As a foreign private issuer and a “controlled company,” Webull is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors; and (iv) an exemption from the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A). Webull has decided to rely on all of the foregoing exemptions available to foreign private issuers and “controlled companies.” Accordingly, our shareholders do not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
Webull is an “emerging growth company” under applicable U.S. federal securities laws and, as further described in this prospectus, Webull has elected to take advantage of the benefits of an extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, Webull’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
Investing in our securities involves risks. See “Risk Factors” beginning on page 8 of this prospectus and the section entitled “Item 3. Key Information — D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”) incorporated by reference in this prospectus. We have also decided to incorporate by reference information into this prospectus other information as permitted pursuant to General Instruction VI. of Form F-1. Please see the section entitled “Incorporation by Reference” for more information.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
TABLE OF CONTENTS
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Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than the information contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Securityholders have not authorized any other person to provide you with different or additional information. Neither we nor the Selling Securityholders are making an offer to sell the securities covered by this prospectus in any jurisdiction where the offer or sale is not permitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained or incorporated by reference in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in the documents incorporated by reference in this prospectus is accurate only as of the date of such document, regardless of the time of delivery of this prospectus or any sale of the securities covered by this prospectus. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which such offer or solicitation is unlawful.
For investors outside the United States: Neither we nor the Selling Securityholders have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of securities covered by this prospectus and the distribution of this prospectus outside the United States.
Our Company is incorporated in the Cayman Islands, and we are a “foreign private issuer” under the rules of the SEC. As a foreign private issuer, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act. Moreover, a number of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal or state securities laws of the United States. We have been advised by our legal counsel in the Cayman Islands that it is uncertain as to whether the courts in the Cayman Islands would entertain original actions based on U.S. federal or state securities laws or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws. See “Enforcement of Civil Liabilities under U.S. Securities Laws” for additional information.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
We maintain our books and records in US Dollar and prepare our consolidated financial statements in accordance with the accounting principles generally accepted in the United States (“US GAAP”).
Webull Corporation’s audited consolidated financial statements prepared in accordance with U.S. GAAP have been audited by KPMG LLP, as stated in their report incorporated by reference in this prospectus.
Our fiscal year ends December 31. Our financial information included within the Unaudited Pro Forma Condensed Combined Financial Information section of this prospectus should be read in conjunction with “Operating and Financial Review and Prospects” in our 2024 Annual Report and our consolidated financial statements, including the notes thereto, each incorporated by reference in this prospectus.
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Basis of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Rounding
We have made rounding adjustments to some of the figures included or incorporated by reference in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this prospectus, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.
INDUSTRY AND MARKET DATA
Unless otherwise indicated, information contained in this prospectus or incorporated into this prospectus by reference regarding Webull’s industry and the regions in which it operates, including Webull’s general expectations and market position, market size, market opportunity, market share and other management estimates, is based on information obtained from industry publications and reports and forecasts provided to Webull by third-party sources. In some cases, Webull does not expressly refer to the sources from which this information is derived. This information is subject to significant uncertainties and limitations and is based on assumptions and estimates that may prove to be inaccurate. Neither we nor the Selling Securityholders can guarantee the accuracy or completeness of any such information contained in this prospectus or incorporated into this prospectus by reference. You are therefore cautioned not to give undue weight to this information.
Webull has not independently verified the accuracy or completeness of any such information. Similarly, internal surveys, industry forecasts and market research, which Webull believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Webull believes that the market data, industry forecasts and similar information included in this prospectus or incorporated into this prospectus by reference are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of Webull’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus supplement.
TRADEMARKS AND TRADE NAMES
We own or have rights to various trademarks, trade names or service marks that we use in connection with our business, including, among others, “Webull” and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the TM and ® symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names.
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FREQUENTLY USED TERMS
Unless otherwise stated in this prospectus or in the documents incorporated by reference into this prospectus or the context otherwise requires, references to:
“API” means application programming interface, a tool that allows computer programmers to access the functionality of published software modules and services on the web, which plays an important role in app development and network programming;
“Auxo” means Auxo Capital Managers LLC, a Delaware limited liability company established for the purpose of forming and managing SKGR, and its permitted transferees;
“Business Combination Agreement” means the business combination agreement, dated as of February 27, 2024, as amended on December 5, 2024 and as amended on March 31, 2025, by and among SKGR, Webull, Merger Sub I and Merger Sub II;
“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Mergers, and the other transactions contemplated by 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 closing 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 brokerage account through any of our licensed broker-dealers;
“customer assets” means the sum of the fair value of all equities, ETFs, options, warrants, and cash held by customers in their Webull brokerage accounts, net of customer margin balances, as of the record date;
“DARTs” means daily average revenue trades, which is the number of customer trades executed during a given period divided by the number of trading days in that period;
“Existing Webull Shareholders” mean the shareholders of Webull immediately prior to the consummation of the Business Combination;
“First Merger” means the merger whereby Merger Sub I merged with and into SKGR, with SKGR being the surviving company as a wholly-owned subsidiary of Webull;
“funded account” means a Webull brokerage account into which the customer has made an initial deposit or money transfer, of any amount, whose account balance (which is measured as the fair value of assets in the customer’s account less the amount due from the customer) has not dropped to or below zero dollars for 45 consecutive calendar days as of the record date. Funded account reflects unique customers, multiple funded accounts by a single customer are counted as one funded account;
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“Lock-Up Period” means a period commencing on the Closing Date and ending on the date that is one hundred and eighty (180) days from the Closing Date;
“Lock-Up Shares” means any Webull Class A Ordinary Shares held by the Lock-Up Shareholders on the Closing Date and any Ordinary Shares acquired by the Lock-Up Shareholders upon the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans;
“Lock-Up Shareholders” means the Members set forth on Schedule A attached to the Webull Articles (and any other person to whom such person may transfer any Lock-Up Shares as permitted under clauses (a) through (h) of Article 6.9 of the Webull Articles);
“Initial SKGR Shareholders” means collectively, Auxo, the independent directors of SKGR immediately prior to the consummation of the Business Combination, and any of 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 during the current quarter to (ii) the sum of total funded accounts at the end of the preceding 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 First Merger) merged with and into Merger Sub II, with Merger Sub 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 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses 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 ordinary shares of SKGR, par value $0.0001 per share;
“SKGR IPO” means the initial public offering of SKGR that was consummated on June 23, 2022;
“SKGR Ordinary Shares” means the ordinary shares of SKGR, par value $0.0001 per share, consisting of SKGR Class A Ordinary Shares and SKGR Class B Ordinary Shares;
“SKGR Private Warrants” means the non-redeemable warrants sold to Auxo in the private placement consummated concurrently with the SKGR IPO, each entitling Auxo to purchase one SKGR Class A Ordinary Share on a cashless basis or at an exercise price of $11.50 per share, subject to adjustment;
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“SKGR Public Warrants” means the redeemable warrants issued in the SKGR IPO, each entitling its holder to purchase one SKGR Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment;
“SKGR Shareholders” means the holders of SKGR Ordinary Shares;
“SKGR Warrants” means collectively, the SKGR Private Warrants and the SKGR Public Warrants;
“Webull” means Webull Corporation, a Cayman Islands exempted company;
“Webull Articles” means the fifth amended and restated memorandum and articles of association of Webull, which was adopted and became effective 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, each entitling the holder thereof to one vote;
“Webull Class B Ordinary Shares” means the Class B ordinary shares of Webull, par value US$0.00001 per share, each entitling the holder thereof to 20 votes;
“Webull Financial” means Webull Financial LLC, a limited liability company incorporated under the laws of the State of Delaware;
“Webull Incentive Warrants” means, collectively, each redeemable warrant to purchase one Webull Class A Ordinary Share pursuant to the terms of the Incentive Warrant Agreement;
“Webull Ordinary Shares” means ordinary shares of Webull, par value US$0.00001 per share, consisting of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares;
“Webull Private Warrants” means the warrants into which the SKGR Private Warrants converted at the effective time of the First Merger and which are otherwise identical to the Webull Public Warrants, except that, as long as they are held by Auxo, they are non-redeemable and may be exercised to purchase one Webull Class A Ordinary Share on a cashless basis;
“Webull Public Warrants” means the redeemable warrants into which the SKGR Public Warrants converted at the effective time of the First Merger, each entitling its holder to purchase one Webull Class A Ordinary Share at a price of US$11.50 per share, subject to adjustment, and any Webull Private Warrants that became Webull Public Warrants because they ceased to be held by Auxo;
“Webull Securities” means collectively, the Webull Class Ordinary Shares, the Webull Private Warrants, the Webull Public Warrants and the Webull Incentive Warrants;
“Webull Shareholders” means holders of Webull Ordinary Shares; and
“Webull Warrants” means, collectively, the Webull Private Warrants and the Webull Public Warrants.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. 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 “will” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.
Such forward-looking statements are based on available current market information and the current expectations of the Company including beliefs and forecasts concerning future developments and the potential effects of such developments on the Company. Factors that may impact such forward-looking statements include:
| ● | the ability of the Company to capitalize on the anticipated benefits of the Business Combination, to grow and manage growth profitably, maintain relationships and deepen engagement with users, customers and suppliers, and retain its management and key employees; |
| ● | the reliance of key functions of the Company’s business on third-parties and the risk that the Company’s platform and systems rely on software and applications that are highly 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 Company’s global operations and continued global expansion, including, but not limited to, the risks related to complex or constantly evolving political or regulatory environments that may result in substantial costs or require adverse changes to the Company’s business practices; |
| ● | the Company’s estimates of expenses, costs (including costs related to the Business Combination), of profitability or of other operational and financial metrics as well as the Company’s expectations regarding demand for and market acceptance of its products and service; |
| ● | the Company’s reliance on trading related income, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; |
| ● | the Company’s exposure to fluctuations in interest rates, rapidly changing interest rate environments, volatile prices of securities and trading volumes; |
| ● | the Company’s reliance on a limited number of market makers and liquidity providers to generate a large portion of its revenues, and the negative impact of the loss of any of those market makers or liquidity providers; |
| ● | the effects of competition in the Company’s industry and the Company’s need to constantly innovate and invest in new markets, products, technologies or services to retain, attract and deepen engagement with users; |
| ● | changes in international trade policies and trade disputes that could result in tariffs, taxes or other protectionist measures adversely affecting our business; |
| ● | risks related to general political, economic and business conditions globally and in jurisdictions where the Company operates; |
| ● | risk of further actions taken by various government bodies in the United States that have made the Company the subject of inquiries and investigations relating to concerns about our connections to China; |
| ● | the risk that the failure to protect customer data and privacy or to prevent security breaches relating to the Company’s platform could result in economic loss, damage to its reputation, deter customers from using its products and services, and expose it to legal penalties and liability; |
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| ● | risks related to the Company’s need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures as well as to maintain capital levels required by regulators and self-regulatory organizations; |
| ● | the ability to meet, or continue to meet, stock exchange listing standards; |
| ● | the possibility of adverse developments in pending or new litigation and regulatory investigations; |
| ● | risks related to the Company’s securities and its status as a foreign private issuer and the fact that the information the Company is required to file with or furnish to the U.S. Securities and Exchange Commission (the “SEC”) may be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers; | |
| ● | risks related to the offer and resale of securities pursuant to this prospectus, such as dilution from the issuance of additional Webull Class A Ordinary Shares upon exercise of the Webull Warrants or Webull Incentive Warrants, and increased volatility, or significant declines, in the price of our securities based on increased trading activity and the perception that sales of our securities may occur; and |
| ● | the other risks and uncertainties included in this prospectus under “Risk Factors” or incorporated herein by reference to the section entitled “Item 3. Key Information — D. Risk Factors” of our 2024 Annual Report. |
There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Undue reliance should not be placed upon 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 Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described above, under “Risk Factors” in this prospectus or incorporated herein by reference to the section entitled “Item 3. Key Information — D. Risk Factors” of our 2024 Annual Report. 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 material respects from those projected in these forward-looking statements. The Company will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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SUMMARY
This summary highlights information contained elsewhere in this prospectus and incorporated by reference herein. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus and the documents incorporated by reference herein carefully, including the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus, the sections entitled “Item 3. Key Information — D. Risk Factors,” “Information On the Company” and “Operating and Financial Review and Prospects” in our 2024 Annual Report incorporated by reference in this prospectus and our consolidated financial statements and notes to those consolidated financial statements incorporated by reference in this prospectus, before deciding to invest in our securities.
Who We Are
Webull is a leading digital investment platform built upon a next-generation global infrastructure. We strive to be the platform of choice for a new generation of investors by building an efficient, low-cost, and easy-to-use global investment platform. We distinguish ourselves from other investment service providers by offering a mobile-first user experience, a broad range of investment products and extensive functionality constructed to help our customers build wealth over time. We arm each customer with the tools they need to develop into what we refer to as an informed investor — one who understands the market and has the confidence to succeed as an investor. The Webull platform originally provided users free access to market data and analytical tools, but expanded to offer financial products when we launched brokerage services in the United States in May 2018. Since then, we have expanded to offer services in 14 markets across North America, Asia Pacific, Europe and Latin America, and today, the Webull App has been downloaded more than 50 million times and has over 23.3 million registered users globally.
Our goal is to make the tools, products, data, and analytics that have historically been accessible only to professional investors available to the retail investing community, and to deliver those tools through the retail investors’ preferred medium of trading — mobile. We built our platform to target the retail investor customer base. Legacy providers, despite having invested significantly in their technology, offer limited mobile functionality and are better suited for investors that prefer trading behind a computer. Digitally-native online investment platforms, meanwhile, provide a simplified mobile-based user experience but may not have the product depth or analytical tools to support informed investing.
Webull’s platform solves these pain points. We believe all investors, not just professional investors that can afford to pay for expensive subscriptions, should have access to advanced, real-time market data and news. We also recognize that investing decisions are based on insights and not information alone, so we provide tools to help users translate observations into actionable trade ideas. We also provide an open digital community fostering learning and the sharing of ideas, creating a virtual trading floor experience. Finally, we know today’s informed investors are not always trading from behind a desk, so we have enhanced the experience with a digital platform that fits elegantly on a mobile device, where customers can expertly research ideas, analyze data, execute trades and monitor their portfolios — the same as professional investors.
We believe Webull represents the future of retail investing and that we have differentiated ourselves from other offerings in the market. Our platform today is a venue where experienced and novice investors alike can develop the confidence and access the tools to grow their personal wealth. We offer the following features:
| ● | Mobile-First Interface and Competitive Pricing: We offer our brokerage services with competitive pricing in every market where we operate, including zero-commission trading on U.S. equities and options for United States clients and low trading commissions in markets outside the United States, via an intuitive mobile-first interface. |
| ● | Product Depth: We provide a full suite of products tailored to the needs and preferences of both self-directed and passive investors. We support multiple asset classes, extended trading sessions, and global market access. We also developed wealth management offerings such as cash management, robo-advisor, and managed retirement accounts for those customers who prefer a more passive investment solution. |
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| ● | In-Depth Data and Analytic Tools: We provide wide-ranging, in-depth market data and advanced analytical tools that allow users to make informed investing decisions. |
| ● | Connected Webull Community: Through our online Webull Community, we provide our users with a real-time direct connection to other investors, companies, and opinion leaders to facilitate learning, investing, and sharing. |
| ● | Multi-Platform Interoperability: Webull offers seamless interoperability to clients investing via mobile, tablet, web-based, and desktop devices. Our platform allows users to consolidate watchlists, conduct analyses, place orders, and manage positions across devices using the same Webull account. |
Our customers are generally working professionals in their 30’s with some prior experience in investing. As of December 31, 2024, approximately 38% of our customers had “good” or “extensive” investing experience, and approximately 39% had “limited” experience, as self-reported by customers with funded accounts. Regardless of experience, we allow anyone to create a free account on Webull and access the information and analytical tools that will help them develop their investing abilities and grow their wealth. Our customers are loyal as demonstrated by an approximately 98% quarterly retention rate in the fourth quarter of 2024. We think of our customers as long-term partners, because our success depends on theirs.
We launched our broker-dealer services in the United States in May 2018. We chose the United States as a launching point because of the depth and complexity of its capital markets and the magnitude of its opportunity. The United States also allows us to anchor our “global but localized” value proposition given the connectivity of the markets. Within approximately two and a half years of launch, we grew to over one million funded accounts and $100 billion in cumulative trading volume. We subsequently expanded into a number of global markets, including Canada, Hong Kong, Singapore, Australia, Japan, and the United Kingdom, and are preparing to launch our business in additional markets in Europe and Latin America. We currently hold eleven broker-dealer licenses, approvals and/or registrations across the United States, Canada, Asia Pacific, Europe, and Africa.
We principally generate revenue from our brokerage business in the United States through an industry-standard process called payment for order flow, or PFOF, whereby a brokerage firm receives payments for directing orders to different wholesale market makers and exchange partners for trade execution, rather than from brokerage commissions charged to customers. In markets outside of the United States, we typically charge commissions directly to our retail customers.
For more information on our business, our strength and strategies, our corporate structure, recent financial results, our directors and executive officers, material contracts, share ownership, related party transactions, please see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Business,” “Directors and Management,” “Material Contracts,” “Beneficial Ownership” in this prospectus. You may also refer to our 2024 Annual Report, which is incorporated into this prospectus by reference.
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Corporate Information
The legal name of the Company is “Webull Corporation”. The Company was incorporated under the laws of the Cayman Islands on September 2, 2019. The address of the principal executive office of the Company is 200 Carillon Parkway, St. Petersburg, Florida 33716, and the telephone number of the Company is (917) 725-2448. Our registered offices are located at VISTRA (CAYMAN) LIMITED, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands. Our principal website is www.webullcorp.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus or the registration statement of which it forms a part.
Emerging Growth Company
Webull is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, Webull is be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, an exemption from the provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requiring that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation. If some investors find Webull’s securities less attractive as a result, there may be a less active trading market for Webull’s securities and the prices of Webull’s securities may be more volatile.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, Webull has elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, Webull’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
Webull will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing, (b) in which Webull has total annual gross revenue of at least US$1.235 billion, or (c) in which Webull is deemed to be a large accelerated filer, which means the market value of Webull’s common equity that is held by non-affiliates exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Webull has issued more than US$1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
Foreign Private Issuer
Webull is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Webull is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, Webull is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors under Cayman Islands law.
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As a foreign private issuer, we report under the Exchange Act as a non-U.S. company with foreign private issuer status – this means that we are, among others, subject to reduced and less timely disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers, including:
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; |
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and |
| ● | the selective disclosure rules by issuers of material non-public information under Regulation FD. |
In addition, we currently rely on certain foreign private issuer exemptions from Nasdaq listing standards, including an exemption from the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A) and certain phase-in exemptions with respect to compliance with the audit committee requirements set forth in Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.
As a result of the foregoing, Webull’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. In this prospectus and the documents incorporated by reference herein, we have taken advantage of certain of the reduced reporting requirements as a result of being a foreign private issuer. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities.
Controlled Company
By virtue of being a controlled company under Nasdaq listing rules, Webull may elect not to comply with certain Nasdaq corporate governance requirements, including that: a majority of board of directors must be independent directors; the compensation and nominating committees composed solely of independent directors; the compensation of executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and director nominees selected or recommended to the board of directors for selection, either by a majority of the independent directors, or a nominating committee composed solely of independent directors.
Webull intends to rely on all of the foregoing exemptions available to a “controlled company.” As a result, its shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
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THE OFFERING
This summary highlights information presented in greater detail elsewhere in this prospectus and the documents incorporated by reference herein. This summary is not complete and does not contain all the information you should consider before investing in our securities. You should carefully read this entire prospectus and the documents incorporated by reference herein before investing in our securities, including the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus, the section entitled “Item 3. Key Information — D. Risk Factors” in our 2024 Annual Report incorporated by reference in this prospectus and our consolidated financial statements and notes to those consolidated financial statements incorporated by reference in this prospectus.
| Securities being registered for resale by the Selling Securityholder | Up to (a) 147,445,012 Webull Class A Ordinary Shares, (b) 6,792,000 Webull Private Warrants held by Auxo and purchased by Auxo at $1.00 per warrant from SKGR prior to the assumption of such warrants by Webull in connection with the Business Combination, and (c) 20,000,000 Webull Incentive Warrants issued for no consideration in connection with the Business Combination to certain Existing Webull Shareholders. The Webull Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 101,752,608 Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination and which represent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) up to 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares, which are held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination and which represent merger consideration received by our founder with an implicit pro forma value of $10.00 per share, (iii) 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares that were initially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Shares that were issued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) 1,429,686 Webull Class A Ordinary Shares that were issued to certain investors party to Non-Redemption Agreements and Additional Non-Redemption Agreements in connection with the consummation of the Business Combination upon conversion of SKGR Class B Ordinary Shares transferred to such investors by Auxo for no consideration, (vi) 25,000 Webull Class A Ordinary Shares issued to J.V.B. Financial Group, LLC, acting through CCM, upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valuing such shares at $10.00 per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, and (viii) 20,000,000 Webull Class A Ordinary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 Webull Incentive Warrants that were issued to them in connection with the Business Combination. |
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| Offering prices for resales | The Selling Securityholders will determine when and how they will dispose of the Class A Ordinary Shares, Webull Private Warrants and Webull Incentive Warrants, the resale of which is being registered pursuant to the registration statement of which this prospectus forms a part. |
| Webull Ordinary shares issued outstanding prior to any exercise of Webull Warrants or Webull Incentive Warrants | 461,551,242 Webull Ordinary Shares, including 82,988,016 Webull Class B Ordinary Shares. |
| Webull Class A Ordinary Shares offered by us upon exercise of Webull Warrants and Webull Incentive Warrants | Up to 17,271,990 Webull Class A Ordinary Shares issuable upon exercise of Webull Warrants (assuming no cashless exercise of any of the 6,792,000 Webull Private Warrants) and up to 20,913,089 Webull Class A Ordinary Shares issuable upon exercise of Webull Incentive Warrants. |
| Webull Ordinary Shares issued and outstanding assuming exercise of all Webull Warrants and Webull Incentive Warrants for cash | 499,736,321 Webull Ordinary Shares. Does not reflect other potential sources of dilution following the date of this prospectus, such as shares issued pursuant to the Global Plan, subsequent equity offerings or offerings of convertible securities. |
| Terms of the Webull Warrants | Each Webull Warrants entitles the holder to purchase one Webull Class A Ordinary Share at a price of $11.50 per share, subject to adjustments. Our Webull Warrants expire on April 10, 2030 at 5:00 p.m., New York City time, or earlier upon redemption. This description is only a summary. The Webull Public Warrants are redeemable by us in certain circumstances. For more information on the Webull Warrants, see the section entitled “Description of Securities and Articles of Association.” |
| Terms of the Webull Incentive Warrants | Each Webull Inventive Warrants entitles the holder to purchase one Webull Class A Ordinary Share at an initial price of $10.00 per share, subject to adjustments. Our Webull Incentive Warrants expire on April 10, 2029 at 5:00 p.m., New York City time, or earlier upon redemption. This description is only a summary. The Webull Incentive Warrants are redeemable by us in certain circumstances. For more information on the Webull Incentive Warrants, see the section entitled “Description of Securities and Articles of Association.” |
| Use of proceeds | We will not receive any of the proceeds from the resale of the securities covered by this prospectus by the Selling Securityholders. We will only receive proceeds from the exercise of any Webull Warrants or Webull Incentive Warrants to the extent they are exercised. Up to 6,792,000 Webull Private Warrants may be exercised on a cashless basis, thereby limiting the amount of proceeds we may receive upon exercise of such warrants. See “Use of Proceeds.” |
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| Voting rights | Each outstanding Webull Class A Ordinary Share is entitled to one vote on all matters submitted to a vote of shareholders. Each outstanding Webull Class B Ordinary Share, all of which are held by our founder Anquan Wang, is entitled to twenty votes on all matters submitted to a vote of shareholders. |
| Market for our securities | The Webull Class A Ordinary Shares, Webull Warrants and Incentive Warrants began trading on April 11, 2025 on Nasdaq under the symbols “BULL,” “BULLW” and “BULLZ,” respectively. |
| Dividend policy | We have never declared or paid cash dividends on our Webull Ordinary Shares. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future decisions regarding the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operation, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. |
| Risk factors | See the section entitled “Risk Factors” in this prospectus, the section entitled “Item 3. Key Information — D. Risk Factors” in our 2024 Annual Report incorporated by reference in this prospectus and the other information included and incorporated by reference in this prospectus for a discussion of factors you should consider before deciding to invest in our securities. |
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RISK FACTORS
You should carefully consider the risks and uncertainties described below and the other information included or incorporated by reference in this prospectus before making an investment in our securities, including the section entitled “Item 3. Key Information — D. Risk Factors” in our 2024 Annual Report incorporated by reference in this prospectus. You should particularly review the risk factors under the subheading “—Risks Relating to Ownership of Securities of Webull” in the 2024 Annual Report, which we incorporate herein by reference. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our securities could decline and you could lose all or part of your investment.
This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our Company or investments worldwide described below and included or incorporated by reference elsewhere in this prospectus.
Risks Related to the Ownership of Our Ordinary Shares and this Offering
We are a “controlled company” and the interests of our controlling shareholder may conflict with ours or yours in the future.
As of the date of this prospectus, (i) the Existing Webull Shareholders owned approximately 98.71% of the issued and outstanding Webull Ordinary Shares, representing approximately 99.71% of Webull’s total voting power; (ii) shareholders of SKGR Class A Ordinary Shares owned approximately 0.51% of the issued and outstanding Webull Ordinary Shares, representing approximately 0.12% of Webull’s total voting power, and (iii) the Initial SKGR Shareholders owned approximately 0.75% of the issued and outstanding Webull Ordinary Shares, representing approximately 0.17% of Webull’s total voting power. The Webull Securities offered hereby represent a substantial portion of our issued and outstanding Webull Securities and our significant shareholders, including our founder Anquan Wang, will be able to sell their securities covered by this prospectus for so long as the registration statement of which this prospectus forms a part is available for use. In fact, the Webull Ordinary Shares offered for resale hereby represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold) and include 20,747,004 of the 82,988,016 Webull Ordinary Shares (assuming the conversion of Webull Class B Ordinary Shares into Webull Class A Ordinary Shares) held by our founder, Mr. Anquan Wang, 101,752,608 of the 372,610,987 Webull Class A Ordinary Shares held by our Existing Webull Shareholders, and all of the Webull Class A Ordinary Shares held by the Initial SKGR Shareholders and held by the investors party to the Non-Redemption Agreements and the Additional Non-Redemption Agreements, and that remain unsold as of the date of this prospectus. This resale prospectus also covers all of the 6,792,000 Webull Private Warrants held by Auxo and representing approximately 39.3% of the issued and outstanding Webull Warrants and 20,000,000 Webull Incentive Warrants held by certain of the Existing Webull Shareholders and representing approximately 95.6% of the issued and outstanding Webull Incentive Warrants. Please see the risk factor below entitled “—Future sales of our securities in the public market, or the perception that these sales might occur, could cause the market price of our securities to decline significantly” for a discussion of the significant negative impact that potential sales by our significant shareholders could have on the market price of our securities. For more information on resales of securities not covered by this prospectus or alternative resale options that the selling securityholders named herein may have, also see the section entitled “Securities Eligible For Future Sale.”
Moreover, as a result, upon the consummation of the Business Combination, Webull qualifies as a “controlled company” as defined under the corporate governance rules of the Nasdaq, because Mr. Anquan Wang, one of the founders of Webull, beneficially owns all of our issued and outstanding Webull Class B Ordinary Shares, or approximately 81.43% of the total voting power of all issued and outstanding Webull Ordinary Shares, immediately following the consummation of the Business Combination. For so long as Webull remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules. As a foreign private issuer and a “controlled company,” Webull is permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors; and (iv) an exemption from the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A). Webull has decided to rely on all of the foregoing exemptions available to foreign private issuers and “controlled companies.” Accordingly, our shareholders do not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced. For more information, also see “Item 3. Key Information — D. Risk Factors—Risks Relating to Ownership of Securities of Webull—Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Webull Class A Ordinary Shares may consider beneficial” in the 2024 Annual Report, which is incorporated into this prospectus by reference.
Our founder will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, because of his voting power, our founder will be able to cause or prevent a change of control of our Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive you of an opportunity to receive a premium for your Webull Ordinary Shares as part of a sale of the Company and ultimately might affect the market price of your Webull Ordinary Shares.
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Future sales of our securities in the public market, or the perception that these sales might occur, could cause the market price of our securities to decline significantly.
The securities offered for resale with this prospectus represent a substantial percentage of our total issued and outstanding securities and our public float (95.6% of the SKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO exercised their right to redeem in connection with, or prior to, the Business Combination). In fact, the 127,445,012 Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6% of the issued and outstanding Webull Incentive Warrants. We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which this prospectus forms a part. Many of the Existing Webull Shareholders have substantial unrecognized gains on the value of the securities they hold (see below for more details), and therefore they may take steps to sell their securities or otherwise secure the unrecognized gains on those securities. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could therefore result in a significant decline in the public trading price of our securities and could impair our ability to raise capital through the sale of additional securities. Moreover, despite a potential decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased and may have an incentive to sell due to the differences in the purchase prices of their securities and the public trading price of our securities. Our public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the current trading price. Some of the Selling Securityholders purchased or received their securities at prices considerably below the current market prices. For instance, (i) the 101,752,608 Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination represent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) the 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares, which are held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, represent merger consideration received by our founder with an implicit pro forma value of $10.00 per share, (iii) the 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares were initially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) the 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Share were issued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) the 1,429,686 Webull Class A Ordinary Shares that were issued to certain investors party to Non-Redemption Agreements and Additional Non-Redemption Agreements upon conversion of SKGR Class B Ordinary Shares transferred to such investors by Auxo were received by such investors for no consideration, (vi) the 25,000 Webull Class A Ordinary Shares issued to J.V.B. Financial Group, LLC upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valued the shares received by CCM at $10.00 per share, (vii) the 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, (viii) the 6,792,000 Webull Private Warrants held by Auxo were purchased by Auxo at $1.00 per warrant from SKGR prior to the assumption of such warrants by Webull in connection with the Business Combination, and (ix) the 20,000,000 Webull Incentive Warrants held by certain of the Existing Webull Shareholders were issued to such investors for no consideration in connection with the Business Combination.
Therefore, (A) based on the $15.45 closing price of the Webull Class A Ordinary Shares on April 28, 2025, upon the sale of the Webull Class A Ordinary Shares, (i) the Existing Webull Shareholders may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold, (ii) Mr. Anquan Wang may experience a potential profit of approximately $5.45 per Webull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares, (iii) the Initial SKGR Shareholders may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares, (iv) Auxo may experience a potential profit of approximately $5.45 per share it received upon conversion of its convertible loans, (v) the investors party to the Non-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo for no consideration, (vi) CCM may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR, and (vii) the service providers receiving Webull Class A Ordinary Shares in satisfaction for certain of their fees and expenses may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they sell; (B) based on the $2.06 closing price of the Webull Warrants on April 28, 2025, Auxo may experience a potential profit of approximately $1.06 per Webull Private Warrant they sell; and (C) based on the $3.21 closing price of the Webull Incentive Warrants on April 28, 2025, the Existing Webull Shareholders may experience a potential profit of approximately $3.21 per Webull Incentive Warrant they sell.
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The frequency of any resales covered by this prospectus could also cause the market price of our securities to decline or increase the volatility in the market price of our securities. Immediately following the consummation of the Business Combination, 455,599,003 Webull Ordinary Shares (including 82,988,016 Webull Class B Ordinary Shares) were held by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement. However, certain lock-up restrictions entered into in connection with the Business Combination will expire thirty days after the Closing Date (with respect to the Webull Private Warrants held by Auxo), one year after the Closing Date (with respect to the Webull Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors) and one hundred eighty days after the Closing Date (with respect to Webull Ordinary Shares held by Existing Webull Shareholders). The lock-up restrictions described in the foregoing are subject to specified exceptions that may result in earlier transfers or releases of such securities. For instance, the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the Webull Class A Ordinary Shares trade above $12.00 (as the Webull Class A Ordinary shares do as of the date of this prospectus) for twenty (20) trading days within a thirty (30)-trading day period. The Webull Incentive Warrants held by the Existing Webull Shareholders and the Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses are not subject to any contractual transfer restrictions. For more information on securities eligible for future sale, including alternative resale options that the selling securityholders named herein may have in addition to resales covered by this prospectus, please also see the section entitled “Securities Eligible For Future Sale” in this prospectus.
Please also see the additional risk factors we disclose in the 2024 Annual Report that is incorporated herein by reference, including the risk factors under “Item 3. Key Information — D. Risk Factors —Risks Relating to Ownership of Securities of Webull—Webull Warrants and Incentive Warrants will become exercisable for Webull Class A Ordinary Shares, which would increase the number of Webull shares eligible for future resale in the public market and result in dilution to Webull shareholders. Further, the terms of the Webull Warrants or Webull Incentive Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Webull Warrants or Webull Incentive approve of such amendment. As a result, the exercise price of such warrants could be increased, the exercise period could be shortened and the number of shares of Webull Class A Ordinary Shares purchasable upon exercise of such warrants could be decreased, all without your approval.” “Item 3. Key Information — D. Risk Factors —Risks Relating to Ownership of Securities of Webull—We may redeem your unexpired Webull Warrants and Incentive Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Webull Warrants or Incentive Warrants worthless,” “Item 3. Key Information — D. Risk Factors —Risks Relating to Ownership of Securities of Webull—If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about Webull, its share price and trading volume could decline significantly,” “Item 3. Key Information — D. Risk Factors —Risks Relating to Ownership of Securities of Webull—Future resales of Webull Class A Ordinary Shares issued to Webull shareholders and other significant shareholders may cause the market price of the Webull Class A Ordinary Shares to drop significantly, even if Webull’s business is doing well. Future resales of the Webull Private Warrants or Webull Incentive Warrants may also cause the market price of the Webull Public Warrants or Webull Incentive Warrants to drop significantly, even if Webull’s business is doing well,” “Item 3. Key Information — D. Risk Factors—Risks Relating to Ownership of Securities of Webull—Holders of Webull Warrants will only be able to exercise their Webull Warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer Webull Class A Ordinary Shares from such exercise than if such warrants were exercised for cash,” “Item 3. Key Information— D. Risk Factors—Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other shareholders,” “Item 3. Key Information — D. Risk Factors —Risks Relating to Ownership of Securities of Webull—The grant and future exercise of registration rights may adversely affect the market price of Webull Ordinary Shares upon consummation of the Business Combination” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We may not be able to obtain additional capital when desired, on favorable terms or at all.”
If the price of our securities fluctuates after this offering, you could lose a significant part of your investment.
The market price of our securities may be influenced by many factors, some of which are beyond our control, including actual or anticipated variations in our operating results; the failure of financial analysts to cover our Company or changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates or changes in the recommendations of any financial analysts that elect to follow our Company or our competitors; announcements by us or our competitors of significant contracts or acquisitions; technological innovations by us or our competitors; future sales of our securities and investor perceptions of us and the industries in which we operate. In addition, the stock market in general has experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our securities, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. Such litigation, if instituted against us, could adversely affect our financial condition or results of operations.
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USE OF PROCEEDS
We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders in connection with the Business Combination and pursuant to the requirements of the Warrant Assignment Agreement and the Incentive Warrant Agreement, respectively. The Selling Securityholders identified herein will receive all net proceeds from the secondary offering of the securities of Webull held by them. Therefore, we will not receive any net proceeds from such secondary offerings and our total capitalization will not be impacted by such net proceeds received by the Selling Securityholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”
Assuming that none of the Webull Private Warrants are exercised on a cashless basis, we may potentially receive proceeds of up to approximately $407,758,775 upon exercise of the Webull Warrants, of which there are 17,271,990 issued and outstanding (including 6,792,000 Webull Private Warrants), and the Webull Incentive Warrants, of which there are 20,913,089 issued and outstanding. We believe that the likelihood that the holders of Webull Warrants and Webull Incentive Warrants will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of the Webull Class A Ordinary Shares. When the market price for the Webull Class A Ordinary Shares is less than $11.50 per share (the exercise price of the Webull Warrants, subject to adjustment) or less than $10.00 per share (the initial exercise price of the Incentive Warrants, subject to adjustment), such warrants would be “out of the money,” respectively, and it would be unlikely that such holders exercise their warrants. However, as of the date of this prospectus, the market price for the Webull Class A Ordinary Shares is above $11.50, which makes an exercise of the Webull Warrants or the Webull Incentive Warrants more likely. We will have broad discretion over the use of proceeds from the exercise of the Webull Warrants and the Webull Incentive Warrants and expect to use any proceeds from such exercise for general corporate purposes. There is no assurance that the holders of the Webull Warrants and Webull Incentive Warrants will elect to exercise any or all of such warrants. To the extent that any of Webull Warrants are exercised on a “cashless basis,” the amount of cash we would receive from their exercise will decrease. For more information on the “cashless” exercise feature of certain of our warrants, please see “Description of Securities and Articles of Association” in this prospectus and the information that is incorporated by reference into this prospectus.
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CAPITALIZATION AND INDEBTEDNESS
The table below sets forth Webull’s cash and cash equivalents, capitalization and indebtedness as of December 31, 2024.
Investors should read this table in conjunction with the section entitled “Operating and Financial Review and Prospects” in our 2024 Annual Report incorporated by reference in this prospectus, and our consolidated financial statements, including the notes thereto, incorporated by reference in this prospectus. The closing of the Business Combination happened subsequently to December 31, 2024 so investors should also consider the information included in the section “Unaudited Pro Forma Condensed Combined Financial Information” in this prospectus for more information on the pro forma column included in the table below. Our historical results do not necessarily indicate our expected results for any future periods.
As of December 31, 2024
| Historical | Pro Forma | |||||||
| Cash and cash equivalents | ||||||||
| Cash and cash equivalents | $ | 270,728,008 | $ | 271,264,369 | ||||
| Indebtedness | ||||||||
| Unsecured promissory notes | $ | - | $ | 100,000,000 | ||||
| Equity | ||||||||
| Mezzanine equity | 2,861,748,733 | - | ||||||
| Class A ordinary share capital | 13,931 | 37,433 | ||||||
| Class B ordinary share capital | - | 8,299 | ||||||
| Additional paid in capital | - | 2,754,966,039 | ||||||
| Accumulated deficit | (2,241,066,624 | ) | (2,241,066,624 | ) | ||||
| Accumulated other comprehensive loss | (15,195,946 | ) | (15,195,946 | ) | ||||
| Noncontrolling interest | 1,273,088 | 1,273,088 | ||||||
| Total equity | $ | 606,773,182 | $ | 500,022,289 | ||||
| Total capitalization | $ | 606,773,182 | $ | 600,022,289 | ||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management’s explanation of factors that have materially affected Webull’s financial condition and results of operation for the historical periods covered by the Webull consolidated financial statements incorporated by reference into this prospectus, as permitted by General Instruction VI. of Form F-1, please see the section entitled “Item 5. Operating And Financial Review And Prospects” in the 2024 Annual Report, which is also incorporated by reference into this prospectus.
For more information on the consummation of the Business Combination, which occurred following the latest fiscal year-end for which audited financial statement are incorporated by reference into this prospectus, please refer to the Report on Form 6-K that Webull filed on April 14, 2025 with the SEC, which is incorporated by reference in this prospectus, and the information Webull included in the 2024 Annual Report under “Item 8. B. Significant Changes,” which is also incorporated by reference into this prospectus.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this prospectus.
Introduction
The unaudited pro forma condensed combined financial information of Webull has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Webull and SKGR adjusted to give effect to the business combination.
The unaudited pro forma condensed combined statement of financial position as of December 31, 2024 combines the historical audited consolidated statement of financial position of Webull with the historical audited balance sheet of SKGR as of December 31, 2024 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on December 31, 2024.
The unaudited pro forma combined statement of operations for the year ended December 31, 2024 combines the historical audited consolidated statement of operations and comprehensive loss of Webull for the year ended December 31, 2024 and the historical audited statement of operations of SKGR for the year ended December 31, 2024 on a pro forma basis as if the Business Combination had been consummated on January 1, 2024, the beginning of the latest annual period presented.
The unaudited pro forma combined financial information was derived from and should be read in conjunction with the following information and historical financial statements and the accompanying notes, which are included elsewhere in this prospectus:
| ● | Webull’s audited consolidated statement of financial position as of December 31, 2024 and its audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2024 (incorporated herein by reference to Webull’s consolidated financial statements appearing in Webull’s Annual Report on Form 20-F as filed with the SEC on April 25, 2025); |
| ● | SKGR’s audited balance sheet as of December 31, 2024 and its audited statement of operations for the year ended December 31, 2024 as included within this prospectus; |
| ● | information relating to the consummation of the Business Combination, which occurred following the latest fiscal year-end for which audited financial statements are incorporated by reference or included in this prospectus (please refer to the Report on Form 6-K that Webull filed on April 14, 2025 with the SEC, which is incorporated by reference in this prospectus, for more information). |
Description of the Business Combination
Business Combination Agreement
On February 27, 2024, SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SKGR”), Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Webull” or the “Company”), Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Webull (“Merger Sub I”) and Feather Sound II Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of Webull (“Merger Sub II,” collectively with Merger Sub I, the “Merger Subs” and each a “Merger Sub”) entered into a business combination agreement (the “Business Combination Agreement”).
The Business Combination Agreement and the Transactions (as defined below) were unanimously approved by the boards of directors of SKGR and Webull, and the consummation of the Transactions occurred on April 10, 2025, the Closing Date.
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The Business Combination
In accordance with the terms and conditions of the Business Combination Agreement, (i) immediately prior to the effective time of the First Merger (as defined below) (the “First Merger Effective Time”), Webull effectuated the Company Capital Restructuring (as defined below), (ii) promptly following the Company Capital Restructuring and at the First Merger Effective Time, Merger Sub I merged with and into SKGR (the “First Merger”), with SKGR surviving the First Merger as a wholly-owned subsidiary of Webull (SKGR, as the surviving entity of the First Merger, is sometimes referred to herein as the “Surviving Entity”), and (iii) promptly following the First Merger and at the effective time of the Second Merger (as defined below) (the “Second Merger Effective Time”), the Surviving Entity merged with and into Merger Sub II (the “Second Merger,” together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Webull (Merger Sub II, as the surviving entity of the Second Merger is sometimes referred to herein as the “Surviving Company”). The Company Capital Restructuring, the Mergers and each of the other transactions contemplated by the Business Combination Agreement or other transaction documents are collectively referred to as the “Transactions.”
Company capital restructuring
On the Closing Date, immediately prior to the First Merger Effective Time, the following actions occured and were effected:
| i. | immediately prior to the Share Subdivision (as defined below), each preferred share of the Company issued and outstanding immediately prior to the First Merger Effective Time was converted into one ordinary share of the Company, par value $0.0001 per share (the “Pre-Subdivision Ordinary Share,” together with preferred shares of the Company, the “Pre-Subdivision Shares”) (the “Conversion”); |
| ii. | immediately following the Conversion, the fifth amended and restated memorandum and articles of association of Webull were adopted and became effective (the “Charter Amendment”); |
| iii. | immediately following the Conversion and the Charter Amendment, (A) each Pre-Subdivision Ordinary Share (excluding any Pre-Subdivision Ordinary Shares held by the holding vehicles controlled by founders of Webull (the “Webull Founder Holdcos”)) issued and outstanding immediately prior to the First Merger Effective Time was subdivided into a number of class A ordinary shares of the Company, par value $0.00001 per share (the “Webull Class A Ordinary Shares”) determined by multiplying each such Pre-Subdivision Ordinary Share by 3.3593 (the “Share Subdivision Factor”), and re-designated as Webull Class A Ordinary Shares; and (B) each Pre-Subdivision Ordinary Share issued and outstanding immediately prior to the First Merger Effective Time and held by the Webull Founder Holdcos was subdivided into a number of class B ordinary shares of the Company, par value $0.00001 per share (the “Webull Class B Ordinary Shares,” together with Webull Class A Ordinary Shares, the “Webull Ordinary Shares”) determined by multiplying each such Pre-Subdivision Ordinary Share by the Share Subdivision Factor, and re-designated as Webull Class B Ordinary Shares (the transactions contemplated by (A) and (B), collectively referred to herein as the “Share Subdivision”; the Conversion, the Charter Amendment and the Share Subdivision collectively referred to as the “Company Capital Restructuring”); |
| iv. | immediately following the Share Subdivision, each option to acquire Pre-Subdivision Shares granted under the 2021 Global Share Incentive Plan of the Company (the “Company Option”) that was outstanding as of the effective time of the Share Subdivision became an option to purchase Webull Ordinary Shares, exercisable for that number of Webull Ordinary Shares and at the per share exercise price, in each case as adjusted by the Share Subdivision Factor and otherwise subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the effective time of the Share Subdivision (including expiration date and exercise provisions); and |
| v. | each restricted share unit of the Company granted under the 2021 Global Share Incentive Plan of the Company that was outstanding immediately prior to the Share Subdivision that may be settled in Pre-Subdivision Shares (the “Company RSU”) outstanding ceased to represent the right to acquire Pre-Subdivision Shares of the Company and was cancelled in exchange for a right to acquire a number of Webull Ordinary Shares as adjusted by the Share Subdivision Factor and otherwise subject to the same terms and conditions (including applicable vesting, vesting acceleration, expiration and forfeiture provisions) that applied to the corresponding Company RSU immediately prior to the Share Subdivision; and |
| vi. | restricted Pre-Subdivision Shares granted under the 2021 Global Share Incentive Plan of Webull (the “Company Restricted Shares”) that were issued and outstanding immediately prior to the First Merger Effective Time were subdivided into Webull Ordinary Shares subject to the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the First Merger Effective Time (including with respect to vesting and termination-related provisions). |
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Dual-class structure
After the Company Capital Restructuring, the issued and outstanding share capital of the Company consists of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares. Mr. Anquan Wang, one of the founders of Webull, beneficially owns all of the issued Webull Class B Ordinary Shares. Holders of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Webull Class A Ordinary Share is entitled to one (1) vote, and each Webull Class B Ordinary Share is entitled to twenty (20) votes. Webull Class B Ordinary Shares may be converted into the same number of Webull Class A Ordinary Shares by the holders thereof at any time, while Webull Class A Ordinary Shares cannot be converted into Webull Class B Ordinary Shares under any circumstances. With the exception for voting and conversion rights, Webull Class A and Class B Ordinary Shares are identical.
Issuance of SKGR Class A ordinary shares
Immediately prior to the First Merger Effective Time, each class B ordinary share of SKGR, par value $0.0001 per share (“SKGR Class B Ordinary Shares”) which Auxo Capital Managers LLC (the “Sponsor”) has agreed to be surrendered and cancelled pursuant to the Non-Redemption Agreements (as defined in the Business Combination Agreement) or the Sponsor Support Agreement (as described below) that were issued and outstanding were cancelled and ceased to exist, and SKGR issued such number of class A ordinary shares of SKGR, $0.0001 per share (“SKGR Class A Ordinary Shares”) to the SKGR Shareholders who were parties to the Non-Redemption Agreements in accordance with the terms of the Non-Redemption Agreements. Following the cancellation of SKGR Class B Ordinary Shares pursuant to the preceding sentence, and immediately prior to the First Merger Effective Time, each of SKGR Class B Ordinary Shares issued and outstanding and held by the Initial SKGR Shareholders automatically converted into one SKGR Class A Ordinary Share in accordance with the terms of the SKGR Articles and each SKGR Class B Ordinary Share no longer is issued and outstanding and was cancelled and ceased to exist.
Mergers
On the Closing Date, on the terms and subject to the conditions set forth in the Business Combination Agreement, by virtue of the Mergers and without any action on the part of SKGR, Webull, Merger Sub I, Merger Sub II or the holders of any of the following securities:
| i. | each unit of SKGR (“SKGR Unit”), each consisting of one SKGR Class A Ordinary Share and one-half of a warrant to purchase one Class A ordinary share at a price of $11.50 per share (the “Public Warrants”), issued and outstanding immediately prior to the First Merger Effective Time was automatically detached and the holder thereof was deemed to hold one SKGR Class A Ordinary Share and one-half of a Public Warrant in accordance with the terms of the applicable SKGR Unit (the “Unit Separation”); provided that no fractional SKGR Warrants were issued in connection with the Unit Separation such that if a holder of SKGR Units would be entitled to receive a fractional SKGR Warrant upon the Unit Separation, the number of SKGR Warrants issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of SKGR Warrants; |
| ii. | immediately following the Unit Separation and the Company Capital Restructuring, each SKGR Class A Ordinary Share issued and outstanding immediately prior to the First Merger Effective Time (other than any SKGR Treasury Shares, Redeeming SKGR Shares and Dissenting SKGR Shares, in each case as defined in the Business Combination Agreement) was automatically cancelled and ceased to exist in exchange for the right to receive one newly issued Webull Class A Ordinary Share; |
| iii. | each warrant of SKGR (including the Public Warrants and private placement warrants held by the Sponsor, collectively referred to herein as “SKGR Warrants”) outstanding immediately prior to the First Merger Effective Time ceased to be a warrant with respect to SKGR Ordinary Shares and assumed by Webull and converted into a warrant to purchase one Webull Class A Ordinary Share (the “Webull Warrants”); |
| iv. | any SKGR Treasury Shares were automatically be cancelled and ceased to exist without any conversion thereof or payment or other consideration therefor; |
| v. | each Redeeming SKGR Share issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and ceased to exist and thereafter represent only the right of the holder thereof to be paid a pro rata share of the aggregate amount payable in the Trust Account (as defined herein) with respect to all Redeeming SKGR Shares; and |
| vi. | each Dissenting SKGR Share issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and ceased to exist and shall thereafter represent only the right to be paid the fair value of such Dissenting SKGR Share and such other rights pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands. |
16
In addition, on the Closing Date, upon the terms and subject to conditions of the Business Combination Agreement and the Incentive Warrant Agreement (as defined below), the Company issued to each SKGR Shareholder (other than the Initial SKGR Shareholders or any holder of SKGR Treasury Shares) one Incentive Warrant (as defined below) for each Non-Redeeming SKGR Share (as defined in the Business Combination Agreement) held by such SKGR Shareholder.
Warrant Assignment Agreement
Prior to the Closing, Webull, SKGR, and Continental Stock Transfer & Trust Company (the “Warrant Agent”) entered into a warrant assignment, assumption and amendment agreement (the “Warrant Assignment Agreement”), pursuant to which SKGR assigned to Webull, and Webull assumed, all of SKGR’s rights, interests and obligations under the Warrant Agreement dated June 23, 2022, by and between SKGR and the Warrant Agent (the “Existing Warrant Agreement”), and the terms and conditions of the Existing Warrant Agreement were amended and restated to, among other things, reflect the assumption of the SKGR Warrants by Webull as described therein.
Incentive Warrant Issuance
Prior to the Closing, Webull and the Warrant Agent entered into a warrant agreement (the “Incentive Warrant Agreement”), pursuant to which, in connection with the Mergers and on the Closing Date, Webull issued to (i) each SKGR Shareholder (other than the Initial SKGR Shareholders or any holder of SKGR Treasury Shares) one incentive warrant (the “Incentive Warrant”) to purchase one Webull Class A Ordinary Share at an initial price of $10.00 per share (subject to adjustment pursuant to the terms of the Incentive Warrant Agreement for capitalization, share dividends or split-up) for each Non-Redeeming SKGR Share held by such SKGR Shareholder, and (ii) certain shareholders of Webull, an aggregate of 20,000,000 Incentive Warrants. The Incentive Warrants will become exercisable thirty (30) days after the Closing Date and will expire on earliest to occur of: (x) at 5:00 p.m., New York City time on the date that is four (4) years after the Closing Date, (y) the liquidation of the Company, and (z) at 5:00 p.m., New York City time on the Redemption Date (as defined in the Incentive Warrant Agreement). The Incentive Warrant Agreement also includes provisions relating to redemption of the Incentive Warrants that are similar to those in the SKGR Public Warrants, amendments to the Incentive Warrant Agreement, and indemnification of the Warrant Agent by Webull under the Incentive Warrant Agreement.
Other Related Events or Agreements in Connection with the Business Combination
Amendment of 2021 Global Share Incentive Plan of Webull
Prior to the Closing, the 2021 Global Share Incentive Plan was amended so that its share reserve balance, prior to the application of the Share Subdivision Factor, was decreased from 14,754,941 to 13,217,137. After Closing, the 2021 Global Share Incentive Plan has a share reserve balance of 44,400,984 Webull Class A Ordinary Shares.
Ordinary Share Incentive Issuance
Prior to the Closing and the application of the Share Subdivision Factor, Webull issued 12,706,505 Class A Ordinary Shares to certain of its preferred shareholders (the “Ordinary Share Incentive Issuance”). After Closing, the Ordinary Share Incentive Issuance represents 42,685,593 Webull Class A Ordinary Shares.
17
Sponsor Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, SKGR, Webull and the Initial SKGR Shareholders have entered into a support agreement (as amended by Amendment to Sponsor Support Agreement, dated December 5, 2024, and as may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Sponsor Support Agreement”), pursuant to which, each Initial SKGR Shareholder agreed, among other things, (a) at any meeting of SKGR Shareholders called to seek the SKGR Shareholders’ Approval or SKGR Shareholder Extension Approval (as defined in the Business Combination Agreement), or in connection with any written consent of SKGR Shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions, such Initial SKGR Shareholder (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause the SKGR Class B Ordinary Shares held by such Initial SKGR Shareholder to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the SKGR Class B Ordinary Shares held by such Initial SKGR Shareholder in favor of the SKGR Shareholders’ Approval or the SKGR Shareholder Extension Approval; and (b) subject to the exceptions set forth in the Sponsor Support Agreement, agreed to become subject to certain transfer restrictions with respect to (i) any Webull Ordinary Shares held by each Initial SKGR Shareholder immediately after the First Merger Effective Time during a period of twelve (12)-months from and after the Closing Date, (ii) Webull Warrants or Class A Ordinary Shares underlying such warrants held by each Initial SKGR Shareholder immediately after the First Merger Effective Time until thirty (30) days after the Closing Date.
Sponsor forfeited for no consideration 1,000,000 SKGR Class B Ordinary Shares held by Sponsor in connection with the execution of additional Non-Redemption Agreements following the date of the Business Combination Agreement and the Sponsor Support Agreement. In addition, on the terms and subject to the conditions of the Sponsor Support Agreement, Webull agreed to indemnify Sponsor and each other Initial SKGR Shareholder for any U.S. federal (and applicable U.S. state and U.S. local) income taxes, together with any interests and penalties (the “Indemnifiable Amounts”) payable by Sponsor or the other Initial SKGR Shareholders, as applicable, solely arising from or attributable to the failure of the Mergers to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or as an exchange described in Section 351 of the Code, provided, however, that the Company shall not have any liability in respect of any Indemnifiable Amounts to the extent that the aggregate amount of such Indemnifiable Amounts exceeds $5,000,000.
Share Issuance to Service Providers
Subsequent to the Closing Date, Webull issued 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers.
Preferred Share Repurchase
Immediately preceding the capital restructuring that occurred pursuant to the Business Combination Agreement at Closing, Webull repurchased 3,017,119 shares of Series D convertible redeemable preferred shares from certain preferred shareholders in exchange for unsecured promissory notes with an aggregate principal amount of $100,000,000. The promissory notes mature on April 9, 2027 and their principal balance may be paid in whole or in part prior to maturity. The promissory notes require quarterly interest payments in arrears based on the Federal Reserve’s Daily Secured Overnight Financing Rate plus a spread of 1% for the first year and 4% for the second year the promissory notes are outstanding.
18
Accounting Treatment of the Business Combination
Webull is both the “legal” and “accounting” acquirer and SKGR is the “acquired” company. SKGR does not meet the U.S. GAAP definition of a business as its net assets are predominately cash and investments held in a Trust Account for the sole purpose of effectuating a business combination transaction. As such, Webull has determined the Business Combination is a reorganization and recapitalization transaction as Webull is effectively issuing its Ordinary Shares and other securities for the cash and investments held in in the Trust Account at the Closing.
The determination of Webull as the “legal” and “accounting” acquirer was based on evaluation of the following facts and circumstances:
| ● | SKGR’s corporate existence ceased upon the completion of its merger with Feather Sound II Inc., with Feather Sound II Inc. becoming a wholly-owned subsidiary of Webull; |
| ● | Webull’s shareholders hold a majority of the voting power of the combined company under both the no redemption and 100% redemption scenarios; |
| ● | Webull’s operations is the sole ongoing operations of the combined company; |
| ● | Webull’s shareholders have the ability to nominate the majority of the members of the board of directors of the combined company; and |
| ● | Webull’s senior management comprises the senior management of the combined company. |
Moreover, we have made a preliminary accounting assessment of (1) the Public Warrants and Private Placement Warrants that we have assumed and (2) the Incentive Warrants that were issued in connection with the Business Combination and believe these warrants will qualify for equity accounting treatment. Consequently, these warrants have been presented using equity classification within the unaudited pro forma condensed combined statement of financial position as of December 31, 2024.
Basis of Pro Forma Presentation
The unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of Webull upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial information are described in the accompanying notes.
The unaudited pro forma combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination are expected to be used for general corporate purposes. The unaudited pro forma combined financial information does not purport to project the future operating results or financial position of Webull following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial information and are subject to change as additional information becomes available and analyses are performed. Webull and SKGR have not had any historical operational relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Pursuant to the pre-Business Combination closing certificate of incorporation, SKGR’s public shareholders had the ability to elect to redeem their public shares for cash even if they approve the Business Combination. The unaudited pro forma combined financial information reflects the actual redemption of 8,810,871 shares of SKGR Class A ordinary shares for cash of $103,624,007.
19
WEBULL CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024
| Transaction | ||||||||||||||||||
| Webull | SKGR | Accounting | Adjustment | Pro Forma | ||||||||||||||
| (Historical) | (Historical) | Adjustments | Notes | Combined | ||||||||||||||
| Assets | ||||||||||||||||||
| Cash and cash equivalents | $ | 270,728,008 | $ | 169,659 | $ | 10,727,814 | A | $ | 271,264,369 | |||||||||
| (852,077 | ) | B | ||||||||||||||||
| (7,789,035 | ) | C | ||||||||||||||||
| (1,720,000 | ) | D | ||||||||||||||||
| Cash and cash equivalents segregated under federal and foreign requirements | 939,232,153 | - | - | 939,232,153 | ||||||||||||||
| Receivables from brokers, dealers, and clearing organizations | 262,093,040 | - | - | 262,093,040 | ||||||||||||||
| Receivables from customers, net | 301,107,428 | - | - | 301,107,428 | ||||||||||||||
| Prepaid expenses and other current assets | 50,344,836 | 16,613 | (7,603,867 | ) | E | 42,757,582 | ||||||||||||
| Customer-held fractional shares | 108,252,531 | - | - | 108,252,531 | ||||||||||||||
| Total current assets | 1,931,757,996 | 186,272 | (7,237,165 | ) | 1,924,707,103 | |||||||||||||
| Investments held in Trust Account | - | 112,683,509 | 1,668,312 | F | - | |||||||||||||
| (103,624,007 | ) | G | ||||||||||||||||
| (10,727,814 | ) | A | ||||||||||||||||
| Right-of-use assets | 66,293,751 | - | - | 66,293,751 | ||||||||||||||
| Property and equipment, net | 33,629,770 | - | - | 33,629,770 | ||||||||||||||
| Intangible assets, net | 19,415,963 | - | - | 19,415,963 | ||||||||||||||
| Goodwill | 5,197,438 | - | - | 5,197,438 | ||||||||||||||
| Deferred tax assets | 12,374,499 | - | - | 12,374,499 | ||||||||||||||
| Total non-current assets | 136,911,421 | 112,683,509 | (112,683,509 | ) | 136,911,421 | |||||||||||||
| Total assets | $ | 2,068,669,417 | $ | 112,869,781 | $ | (119,920,674 | ) | $ | 2,061,618,524 | |||||||||
| Liabilities, mezzanine equity, and shareholders (deficit) equity | ||||||||||||||||||
| Payables due to customers | $ | 1,378,625,130 | $ | - | $ | - | $ | 1,378,625,130 | ||||||||||
| Payables due to brokers, dealers, and clearing organizations | 1,490,537 | - | - | 1,490,537 | ||||||||||||||
| Lease liabilities - current portion | 4,969,959 | - | - | 4,969,959 | ||||||||||||||
| Accrued expenses and other current liabilities | 61,079,799 | 2,005,952 | (2,305,952 | ) | H | 60,779,799 | ||||||||||||
| Advances from Webull | 1,383,537 | (1,383,537 | ) | I | - | |||||||||||||
| Sponsor note | - | 1,720,000 | (1,720,000 | ) | D | - | ||||||||||||
| Overfunding loan | - | 5,240,000 | (5,240,000 | ) | J | - | ||||||||||||
| Total current liabilities | 1,446,165,425 | 10,349,489 | (10,649,489 | ) | 1,445,865,425 | |||||||||||||
| Deferred underwriting and advisory fees | - | 7,336,000 | (7,336,000 | ) | K | - | ||||||||||||
| Promissory notes | - | - | 100,000,000 | L | 100,000,000 | |||||||||||||
| Lease liabilities - non-current portion | 10,438,555 | - | - | 10,438,555 | ||||||||||||||
| Deferred tax liabilities | 5,292,255 | - | - | 5,292,255 | ||||||||||||||
| Total non-current liabilities | 15,730,810 | 7,336,000 | 92,664,000 | 115,730,810 | ||||||||||||||
| Total liabilities | 1,461,896,235 | 17,685,489 | 82,014,511 | 1,561,596,235 | ||||||||||||||
| Class A ordinary shares subject to possible redemption | - | 112,583,509 | (103,624,007 | ) | M | - | ||||||||||||
| (8,959,502 | ) | X | ||||||||||||||||
| Convertible redeemable preferred shares | 2,861,748,733 | - | (100,000,000 | ) | L | - | ||||||||||||
| (2,761,748,733 | ) | N | - | |||||||||||||||
| Total mezzanine equity | 2,861,748,733 | 112,583,509 | (2,974,332,242 | ) | - | |||||||||||||
| Preferred shares | - | - | - | - | ||||||||||||||
| Class A ordinary shares | 13,931 | - | 10 | T | 37,433 | |||||||||||||
| 4,269 | U | |||||||||||||||||
| 26,938 | Q | |||||||||||||||||
| (8,299 | ) | P | ||||||||||||||||
| 424 | O | |||||||||||||||||
| 52 | J | |||||||||||||||||
| 108 | S | |||||||||||||||||
| Class B ordinary shares | - | 524 | (424 | ) | O | 8,299 | ||||||||||||
| (100 | ) | R | ||||||||||||||||
| 8,299 | P | |||||||||||||||||
| Additional paid-in-capital | - | 2,761,748,733 | N | 2,754,966,039 | ||||||||||||||
| 8,959,502 | X | |||||||||||||||||
| (6,220,330 | ) | E, I | ||||||||||||||||
| (5,783,083 | ) | Y | ||||||||||||||||
| - | Z | |||||||||||||||||
| (552,077 | ) | AA | ||||||||||||||||
| 1,668,312 | F | |||||||||||||||||
| (17,399,741 | ) | V | ||||||||||||||||
| (31,225 | ) | W | ||||||||||||||||
| 7,336,000 | K | |||||||||||||||||
| 5,240,000 | J | |||||||||||||||||
| (52 | ) | J | ||||||||||||||||
| Accumulated deficit | (2,241,066,624 | ) | (17,399,741 | ) | 17,399,741 | V | (2,241,066,624 | ) | ||||||||||
| Accumulated other comprehensive loss | (15,195,946 | ) | - | - | (15,195,946 | ) | ||||||||||||
| Total shareholders’ (deficit) equity | (2,256,248,639 | ) | (17,399,217 | ) | 2,772,397,057 | 498,749,201 | ||||||||||||
| Noncontrolling interest | 1,273,088 | - | - | 1,273,088 | ||||||||||||||
| Total (deficit) equity | (2,254,975,551 | ) | (17,399,217 | ) | 2,772,397,057 | 500,022,289 | ||||||||||||
| Total liabilities, mezzanine equity and total (deficit) equity | $ | 2,068,669,417 | $ | 112,869,781 | $ | (119,920,674 | ) | $ | 2,061,618,524 | |||||||||
20
WEBULL CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Transaction | ||||||||||||||||||
| Webull | SKGR | Accounting | Adjustment | Pro Forma | ||||||||||||||
| (Historical) | (Historical) | Adjustments | Notes | Combined | ||||||||||||||
| Revenues | ||||||||||||||||||
| Equity and option order flow rebates | $ | 197,069,562 | $ | - | $ | - | $ | 197,069,562 | ||||||||||
| Interest related income | 130,451,877 | - | 130,451,877 | |||||||||||||||
| Handling charge income | 49,044,700 | - | 49,044,700 | |||||||||||||||
| Other revenues | 13,663,533 | - | 13,663,533 | |||||||||||||||
| Total revenues | 390,229,672 | - | - | 390,229,672 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Brokerage and transaction | 79,306,618 | - | - | 79,306,618 | ||||||||||||||
| Technology and development | 63,840,463 | - | - | 63,840,463 | ||||||||||||||
| Marketing and branding | 138,721,231 | - | - | 138,721,231 | ||||||||||||||
| General and administrative | 122,714,628 | 2,437,346 | - | 125,151,974 | ||||||||||||||
| Total operating expenses | 404,582,940 | 2,437,346 | - | 407,020,286 | ||||||||||||||
| Other (income) expense, net | (2,302,693 | ) | (5,605,739 | ) | 5,605,739 | AB | 3,845,747 | |||||||||||
| 6,148,440 | AC | |||||||||||||||||
| (Loss) income from continuing operations, before income taxes | (12,050,575 | ) | 3,168,393 | (11,754,179 | ) | (20,636,361 | ) | |||||||||||
| Provision for income taxes | 13,823,355 | - | - | 13,823,355 | ||||||||||||||
| (Loss) income from continuing operations, net of tax | (25,873,930 | ) | 3,168,393 | (11,754,179 | ) | (34,459,716 | ) | |||||||||||
| Less loss from continuing operations attributable to noncontrolling interest | (488,504 | ) | - | - | (488,504 | ) | ||||||||||||
| (Loss) income from continuing operations attributable to the Company | (25,385,426 | ) | 3,168,393 | (11,754,179 | ) | (33,971,212 | ) | |||||||||||
| Preferred shares redemption value accretion | (495,088,038 | ) | - | 495,088,038 | AD | - | ||||||||||||
| Preferred share dividend | - | - | (504,655,930 | ) | AE | (504,655,930 | ) | |||||||||||
| (Loss) income from continuing operations attributable to ordinary shareholders | $ | (520,473,464 | ) | $ | 3,168,393 | $ | (21,322,071 | ) | $ | (538,627,142 | ) | |||||||
| Loss per share from continuing operations attributable to ordinary shareholders | ||||||||||||||||||
| Basic | $ | (3.75 | ) | $ | (1.18 | ) | ||||||||||||
| Diluted | $ | (3.75 | ) | $ | (1.18 | ) | ||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||||
| Basic | 138,828,900 | 457,326,825 | ||||||||||||||||
| Diluted | 138,828,900 | 457,326,825 | ||||||||||||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares | 9,971,709 | |||||||||||||||||
| Basic and diluted net income per share, Class A ordinary shares | $ | 0.21 | ||||||||||||||||
| Basic and diluted weighted average shares outstanding, Class B ordinary shares | 5,240,000 | |||||||||||||||||
| Basic and diluted net income per share, Class B ordinary shares | $ | 0.21 | ||||||||||||||||
21
The following summarizes the pro forma Webull Ordinary Shares issued and outstanding immediately after the Business Combination:
| Class A | Class B | |||||||||||
| Ordinary | Ordinary | |||||||||||
| Shareholders | Shares | Shares(6) | Equity % | |||||||||
| SKGR shareholders (1)(2)(3) | 2,367,775 | - | 0.52 | % | ||||||||
| Sponsor and certain affiliates (4) | 3,484,464 | - | 0.76 | % | ||||||||
| Webull shareholders (5) | 368,486,570 | 82,988,016 | 98.72 | % | ||||||||
| Total | 374,338,809 | 82,988,016 | 100.00 | % | ||||||||
Notes:
| (1) | Represents the issuance of 2,342,775 Webull Class A Ordinary Shares to non-redeeming SKGR Class A Ordinary shareholders and 25,000 shares issued to an advisor of SKGR. |
| (2) | Includes 1,279,536 of Sponsor shares transferred to certain SKGR Class A Ordinary shareholders pursuant to a non-redemption agreement entered into in December 2023. |
| (3) | Includes the issuance of 150,150 Webull Class A Ordinary Shares as an incentive in connection with a 2024 share reversal agreement. |
| (4) | Represents 3,394,464 Webull Class A Ordinary Shares issued to Sponsor and 90,000 Webull Class A Ordinary Shares issued to SKGR independent directors. |
| (5) | Includes (i) the issuance of 269,379,710 Webull Class A Ordinary Shares in connection with the conversion of Webull’s convertible redeemable preferred shares and (ii) includes the issuance of 42,685,593 of Webull Class A Ordinary Shares to certain of Webull’s preferred shareholders as incentive. |
| (6) | Represents Mr. Anquan Wang’s historical Class A Ordinary Shares converted into Webull Class B Ordinary Shares, after the application of the share subdivision factor. |
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined financial information of Webull has been prepared in accordance with Article 11 of Regulation S-X and presents the combination of the historical financial information of Webull and SKGR adjusted to give effect to the business combination.
Webull is both the “legal” and “accounting” acquirer and SKGR is the “acquired” company. SKGR does not meet the U.S. GAAP definition of a business as its net assets are predominately cash and investments held in a Trust Account for the sole purpose of effectuating a business combination transaction. Accordingly, Webull determined the Business Combination is a reorganization and recapitalization transaction as Webull is effectively issuing its Ordinary Shares and other securities for the cash and investments held in in the Trust Account at the Closing.
The determination of Webull as the “legal” and “accounting” acquirer was based on evaluation of the following facts and circumstances:
| ● | SKGR’s corporate existence ceased upon the completion of its merger with Feather Sound II Inc., with Feather Sound II Inc. becoming a wholly-owned subsidiary of Webull; |
| ● | Webull’s shareholders hold a majority of the voting power of the combined company under both the no redemption and 100% redemption scenarios; |
| ● | Webull’s operations are the sole ongoing operations of the combined company; |
| ● | Webull’s shareholders have the ability to nominate the majority of the members of the board of directors of the combined company; and |
| ● | Webull’s senior management comprises the senior management of the combined company. |
22
Moreover, we have made a preliminary accounting assessment of (1) the Public Warrants and Private Placement Warrants that we have assumed and (2) the Incentive Warrants that were issued in connection with the Business Combination and believe these warrants will qualify for equity accounting treatment. Consequently, these warrants have been presented using equity classification within the unaudited pro forma condensed combined statement of financial position as of December 31, 2024.
The unaudited pro forma condensed combined statement of financial position as of December 31, 2024 combines the historical unaudited condensed consolidated statement of financial position of Webull with the historical unaudited balance sheet of SKGR as of December 31, 2024 on a pro forma basis as if the Business Combination and the other events, summarized below, had been consummated on December 31, 2024.
The unaudited pro forma combined statement of operations for the year ended December 31, 2024 combines the historical audited consolidated statement of operations and comprehensive income of Webull and the historical audited statement of operations of SKGR for the year ended December 31, 2024 on a pro forma basis as if the Business Combination had been consummated on January 1, 2024, the beginning of the latest annual period presented. The unaudited pro forma combined financial information was derived from and should be read in conjunction with the following information and historical financial statements and the accompanying notes, which are included elsewhere in this Report:
| ● | Webull’s audited consolidated statement of financial position as of December 31, 2024 and its audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2024 (incorporated herein by reference to Webull’s consolidated financial statements appearing in Webull’s Annual Report on Form 20-F as filed with the SEC on April 25, 2025); |
| ● | SKGR’s audited balance sheet as of December 31, 2024 and its audited statement of operations for the year ended December 31, 2024 as included within this prospectus; |
| ● | information relating to the consummation of the Business Combination, which occurred following the latest fiscal year-end for which audited financial statements are incorporated by reference or included in this prospectus (please refer to the Report on Form 6-K that Webull filed on April 14, 2025 with the SEC, which is incorporated by reference in this prospectus, for more information). |
Note 2 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet:
| A | Reflects the reclassification of cash and cash equivalents from the Trust Account that is available for use post Closing. | |
| B | Reflects certain professional fees incurred by Webull and settled at Closing. These costs are accounted for as equity issuance costs. | |
| C | Reflects the settlement of professional fees incurred by SKGR. | |
| D | Represents the settlement of Sponsor’s historical working capital loans at Closing. |
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| E | Reflects the reclassification of Webull’s historical capitalized deferred equity offering costs included within prepaid expenses as a reduction to paid in capital at Closing. | |
| F | Represents investment income on Trust Account assets subsequent to December 31, 2024. | |
| G | Represents 8,819,871 SKGR shareholders who elected to redeem their shares at Closing. | |
| H | Represents the reduction in SKGR’s accrued expenses of $2,305,952 and the reduction in Webull accrued expenses of $300,000 after payment of accrued professional fees at Closing. | |
| I | Represents advances made by Webull to SKGR to fund certain SKGR expenses and to fund the Trust with a monthly incentive payment. This balance is offset with deferred equity offering costs within paid in capital at Closing. | |
| J | Represents the conversion of the Sponsor’s Overfunding Loan balance into 524,000 Class A Ordinary Shares at closing. The par value associated with the shares issued in connection with the Sponsor’s Overfunding Loan was reclassed from additional paid-in-capital. | |
| K | Represents the effect of underwriters’ waiver of historical deferred underwriting fees. | |
| L | Reflects promissory notes with an aggregate principal balance of $100,000,000 issued in connection with the Company’s repurchase of 3,017,119 Series D Preferred Shares from certain shareholders at Closing. | |
| M | Represents (i) the redemption of 8,819,871 SKGR shares for Trust proceeds and (ii) the conversion of 913,089 non-redeeming SKGR’s Class A Ordinary Shares into Webull’s Class A Ordinary shares at Closing. | |
| N | Reflects the conversion of Webull’s convertible redeemable preferred shares into 269,379,710 Class A Ordinary Shares at Closing. | |
| O | Reflects the conversion of 4,240,000 SKGR Class B Ordinary Shares into Webull Class A Ordinary shares at Closing. | |
| P | Represents the par value decrease as a result of converting 24,703,596 Class A Ordinary shares held by our Webull Founder to 82,988,016 Class B Ordinary Shares at Closing. | |
| Q | Represents the par value increase as a result of issuing 269,379,710 Class A Ordinary Shares to holders of Webull’s convertible redeemable preferred shares at Closing. | |
| R | Represents the Sponsor’s forfeiture of 1,000,000 Class B Ordinary Shares. | |
| S | Represents an incremental 1,088,239 Class A Ordinary Shares issued to SKGR shareholders at Closing | |
| T | Represents the par value increase from issuing 100,000 incremental Class A Ordinary shares issued as payment for certain deferred equity offering costs. Other than this issuance, the Ordinary Share Incentive Issuance, and the conversion of Webull’s historical preferred shares, no other Class A ordinary capital adjustment is required to reflect the incremental share issuance resulting from the application of the Share Subdivision Factor share to other historical Webull Class A Ordinary shareholders as Webull’s historical financial statements retroactively present the effects of the Business Combination’s Share Subdivision Factor as a stock split on its December 31, 2024 outstanding share balance. | |
| U | Represents the par value increase from issuing 42,685,593 Webull Class A Ordinary shares in connection with the Ordinary Share Incentive Issuance. The Company determined this issuance is representative of a dividend. The Company is expected to have an accumulated deficit at Closing; and, thus, the dividend will be recorded as a reduction to additional paid-in capital. The increase to additional paid-in capital from the fair value of the dividend will offset the recording of the dividend. | |
| V | Reflects the reclassification of SKGR’s historical accumulated deficit to additional paid-in-capital. | |
| W | Represents the net reclassification of additional-paid-in capital to par value for the Class A and Class B Ordinary Shares issued at Closing. | |
| X | Represents the additional paid-in capital recorded from the issuance of Webull Ordinary Shares to the SKGR non-redeeming shareholders, the Incentive Warrants and the assumption of SKGR’s outstanding warrants in connection with the recapitalization transaction. Since all financial instruments have been classified as equity instruments and presented as such in the statement of financial position, an allocation of Trust Fund proceeds based upon relative fair value was not deemed necessary. | |
| Y | Reflects the incremental SKGR professional fees that are not included within SKGR’s historical financial statements and were paid in connection with the Business Combination at Closing. | |
| Z | The Company determined the issuance of 20,000,000 Incentive Warrants to certain Webull preferred shareholders is representative of a dividend. The Company is expected to have an accumulated deficit at Closing; and, thus, the dividend will be recorded as a reduction to additional paid-in capital. The increase to additional paid-in capital from the issuance of the 20,000,000 Incentive Warrants will offset the recording of the dividend. | |
| AA | Reflects the incremental Webull transaction costs incurred subsequent to December 31, 2024 that were paid at Closing. |
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Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income:
| AB | Represents the elimination of SKGR’s investment income related to the investments held in its Trust Account. | |
| AC | Represents interest on promissory notes issued in connection with Webull’s repurchase of 3,017,119 Series D convertible redeemable preferred shares from certain Webull shareholders at Closing. The aggregate principal balance of the notes is $100,000,000 and the estimated interest rate used for the year ended December 31, 2024 was 6.15%. The estimated rates were calculated using the average of the Federal Reserve’s Daily Secured Overnight Financing Rate for the period and then adding a spread. The spread used for the year ended December 31, 2024 was 1%. | |
| AD | Represents the elimination of changes in the value of Webull’s convertible redeemable preferred shares. Webull’s convertible redeemable preferred shares are assumed to be converted into Class A Ordinary Shares as of January 1, 2024 for pro forma financial statement purposes as this is the most recent annual period presented in this Report. | |
| AE | Represents the sum of (i) the estimated value of the dividend in connection with the Ordinary Share Incentive Issuance and (ii) the estimated value of the dividend in connection with the Incentive Warrants that were issued to certain Webull preferred shareholders at Closing. The total estimated value of the Ordinary Share Incentive Issuance was $426,855,930, which was based upon a deemed value of $10 per share. The total estimated value of the Incentive Warrants was $77,800,000, which was based upon a fair value of $3.89 per warrant. The fair value of the Incentive Warrants was estimated using a Monte Carlo simulation model and inputs as of December 31, 2024. The fair value of the Incentive Warrants may be materially different on the Closing date of the Business Combination. |
Note 3 — Pro forma Share and Earning per Share Information
After Closing, Webull’s outstanding ordinary shares consist of two classes of ordinary shares, Class A and Class B. For pro forma earnings presentation, these classes of ordinary shares have been combined as they have identical rights and privileges, with the exception of voting rights. The pro forma earnings per share calculation represents the loss per share from continuing operations attributable to ordinary shareholder calculated using the pro forma basic and diluted weighted average shares outstanding of Webull as a result of the pro forma adjustments to reflect the Business Combination as occurring on January 1, 2024. The calculation of pro forma weighted average shares outstanding for basic and diluted income from continuing operations attributable to ordinary shareholders per share reflects (1) Webull’s historical Class A Ordinary Shares, excluding Mr. Anquan Wang’s Class A Ordinary Shares, after application of the share subdivision factor; (2) Mr. Anquan Wang’s historical Class A Ordinary Shares converted into Webull Class B Ordinary Shares, after application of the share subdivision factor, (3) conversion of Webull historical convertible preferred shares in to Webull Ordinary Class A Shares, after application of the share subdivision factor, (4) the issuance of Webull Ordinary Class A Shares to SKGR historical shareholders, (5) issuance of Webull Class A Ordinary Shares to Sponsor with respect to the conversion of Overfunding Loans, and (6) the Business Combination occurring on January 1, 2024, the beginning of the most recent annual period presented within Webull’s consolidated financial statements appearing in Webull’s Annual Report on Form 20-F as filed with the SEC on April 25, 2025 and incorporate by reference within this prospectus.
The following presents the pro forma weighted average number of outstanding Webull ordinary shares as a result of pro forma adjustments for the year ended December 31, 2024:
| Numerator: | ||||
| Loss per share from continuing operations attributable to ordinary shareholders | $ | (538,627,142 | ) | |
| Denominator: | ||||
| SKGR public shareholders | 2,367,775 | |||
| Sponsor and certain affiliates | 3,484,464 | |||
| Webull shareholders | 451,474,586 | |||
| Weighted average shares outstanding - basic | 457,326,825 | |||
| Dilutive effect of Webull Options, RSUs and RSAs | - | |||
| Weighted average shares outstanding - diluted | 457,326,825 | |||
| Loss per share from continuing operations attributable to ordinary shareholders - basic | $ | (1.18 | ) | |
| Loss per share from continuing operations attributable to ordinary shareholders - diluted | $ | (1.18 | ) | |
The following outstanding ordinary share equivalents were excluded from the computation of pro forma diluted income from continuing operations per share for the period and scenarios presented because including them would have had an anti-dilutive effect:
| For the Year Ended December 31, 2024 | ||||
| SKGR public warrants | 10,479,990 | |||
| SKGR private placement warrants | 6,792,000 | |||
| Incentive warrants issued to non-redeeming SKGR shareholders | 913,089 | |||
| Incentive warrants issued to certain Webull shareholders | 20,000,000 | |||
| Webull Options, RSUs and RSAs | 41,480,619 | |||
| Total | 79,665,698 | |||
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DIVIDEND POLICY
We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future decisions regarding the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, results of operation, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
DILUTION
No dilution will be created by any resale of Webull Incentive Warrants or Webull Private Warrants pursuant to this prospectus. Similarly, 127,445,012 Webull Class A Ordinary Shares (assuming the conversion of 20,747,004 Webull Class B Ordinary Shares into Webull Class A Ordinary Shares) of the 147,445,012 being registered for a potential resale and covered by this prospectus were already issued and outstanding prior to this offering. While secondary sales of such Webull Class A Ordinary Shares will not have a dilutive effect on our shareholders, the potential issuance of up to 38,185,079 additional Webull Class A Ordinary Shares upon exercise of the Webull Warrants (assuming none of the Webull Private Warrants are exercised on cashless basis) and the Webull Incentive Warrants, could have a dilutive impact on our shareholders.
Dilution results from the fact that the per share offering price of the Webull Class A Ordinary Shares is substantially in excess of the net tangible book value attributable to the existing shareholders. Net tangible book value represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets. Net tangible book value per Webull Ordinary Share represents net tangible book value attributable to Webull Ordinary Shares divided by 461,551,242, the total number of our Webull Ordinary Shares outstanding as of the Closing Date. As of the Closing Date, we had a pro forma net tangible book value of approximately $409.1 million, corresponding to a net tangible book value of approximately $0.89 per ordinary share. After assuming (i) the exercise of 17,271,990 Webull Warrants with an exercise price of $11.50, (ii) the exercise of 20,913,089 Webull Incentive Warrants with an exercise price of $10.00, and (iii) the receipt of $407.8 million in proceeds from the exercise of Webull Warrants and Webull Incentive Warrants, our pro forma as adjusted net tangible book value as of December 31, 2024 would be approximately $816.9 million or $1.77 per share. This represents an immediate dilution in net tangible book value of $9.73 per Webull Ordinary Shares to new investors purchasing such Webull Class A Ordinary Shares upon exercise of the Webull Warrants or $8.23 per Webull Ordinary Shares to new investor purchase such Webull Class A Ordinary Shares upon the exercise of the Webull Incentive Warrants. Dilution for this purpose represents the difference between the price per ordinary share paid by these new investors and the pro forma net tangible book value per ordinary share as of December 31, 2024. For more information related to the foregoing, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The following table illustrates this dilution to new investors purchasing ordinary shares in the offering.
| Webull Warrants | Webull Incentive Warrants | |||||||||||
| Exercise price | $ | 11.50 | $ | 10.00 | ||||||||
| Historical net tangible book value per share as of December 31, 2024 | $ | 1.12 | ||||||||||
| Pro forma net tangible book value per share | $ | 0.89 | ||||||||||
| Increase in pro forma net tangible book value per share attributable to this offering | $ | 0.88 | ||||||||||
| Pro forma, as adjusted net tangible book value per share after this offering | $ | 1.77 | $ | 1.77 | ||||||||
| Dilution in net tangible book value per share to new investors in this offering | $ | 9.73 | $ | 8.23 | ||||||||
The dilution information discussed above is illustrative only and, given the latest balance sheet date being included in this prospectus is December 31, 2024, which is prior to the closing of the Business Combination, such information is also based on the pro forma information included in the “Unaudited Pro Forma Condensed Combined Financial Information.”
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BUSINESS
For information on our business, our history and development, our organizational structure and any of our properties, see the section entitled “Item 4. Information on the Company” in the 2024 Annual Report, which is incorporated herein by reference.
DIRECTORS AND MANAGEMENT
For information on our directors and executive officers, their compensation and our board practices see the section entitled “Item 6. Directors, Senior Management and Employees” in the 2024 Annual Report, which is incorporated herein by reference.
MATERIAL CONTRACTS AND CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
For information on our material contracts and related party transactions, see the sections entitled “Item 10.C. Material contracts” and “Item 7. B. Related party transactions” in the 2024 Annual Report, which is incorporated herein by reference.
Following the consummation of the Business Combination, Webull also executed two subscription agreements on April 29, 2025 with certain service providers pursuant to which Webull issued 100,000 Webull Class A Ordinary Shares in satisfaction for certain of the fees and expenses that such service providers had incurred. The Webull Class A Ordinary Shares were issued at a deemed $10.00 price per share and were issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
DESCRIPTION OF SECURITIES AND ARTICLES OF ASSOCIATION
For information on our securities and the Webull Articles, see the sections entitled “Item 10.B. Memorandum and articles of association” and “Item 12. B. Warrants and Rights” in the 2024 Annual Report, which is incorporated herein by reference. Also see Exhibit 2.7 to our 2024 Annual Report incorporated by reference in this prospectus.
MATERIAL TAX CONSIDERATIONS
For material tax considerations related to our securities, see the section entitled “Item 10.E. Taxation” in the 2024 Annual Report, which is incorporated herein by reference.
BENFICIAL OWNERSHIP
For information on our major shareholders and beneficial owners, see the section entitled “Item 7. A. Major Shareholders” in the 2024 Annual Report, which is incorporated herein by reference.
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SELLING SECURITYHOLDERS
This prospectus relates to the offer and sale from time to time by the Selling Securityholders of up to (a) 147,445,012 Webull Class A Ordinary Shares, (b) 6,792,000 Webull Private Warrants held by Auxo and purchased by Auxo at $1.00 per warrant from SKGR prior to the assumption of such warrants by Webull in connection with the Business Combination, and (c) 20,000,000 Webull Incentive Warrants issued for no consideration in connection with the Business Combination to certain Existing Webull Shareholders. The Webull Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 101,752,608 Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination and which represent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) up to 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares, which are held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination and which represent merger consideration received by our founder with an implicit pro forma value of $10.00 per share, (iii) 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares that were initially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Shares that were issued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) 1,429,686 Webull Class A Ordinary Shares that were issued to certain investors party to Non-Redemption Agreements and Additional Non-Redemption Agreements in connection with the consummation of the Business Combination upon conversion of SKGR Class B Ordinary Shares transferred to such investors by Auxo for no consideration, (vi) 25,000 Webull Class A Ordinary Shares issued to J.V.B. Financial Group, LLC, acting through CCM, upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valuing such shares at $10.00 per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, and (viii) 20,000,000 Webull Class A Ordinary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 Webull Incentive Warrants that were issued to them in connection with the Business Combination.
This prospectus also relates to the issuance and sale by us of up to (i) 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants exercisable at $11.50 per share (subject to adjustment), including 6,792,000 Webull Private Warrants held by Auxo and which may be exercised on a cashless basis or at $11.50 per share (subject to adjustment), and (ii) 20,913,089 Webull Class A Ordinary Shares underlying Webull Incentive Warrants that are initially exercisable at $10.00 per share (subject to adjustment) by certain Existing Webull Shareholders and by holders of SKGR Class A Ordinary Shares that did not redeem such shares in connection with the Business Combination.
The prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or similar transactions. We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders in connection with the Business Combination and pursuant to the requirements of the Warrant Assignment Agreement and the Incentive Warrant Agreement, respectively.
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We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which this prospectus forms a part. Moreover, the securities offered for resale represent a substantial percentage of our total issued and outstanding securities and our public float (95.6% of the SKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO exercised their right to redeem in connection with, or prior to, the Business Combination). In fact, the 127,445,012 Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6% of the issued and outstanding Webull Incentive Warrants. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities and could impair our ability to raise capital through the sale of additional securities. Despite a potential decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased and may have an incentive to sell due to the differences in the purchase prices described above and the public trading price of our securities. Our public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the current trading price. As described in more details above, some of the Selling Securityholders purchased or received their securities at prices considerably below the current market prices. For instance, (A) based on the $15.45 closing price of the Webull Class A Ordinary Shares on April 28, 2025, upon the sale of the Webull Class A Ordinary Shares, (i) the Existing Webull Shareholders may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold, (ii) Mr. Anquan Wang may experience a potential profit of approximately $5.45 per Webull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares, (iii) the Initial SKGR Shareholders may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares, (iv) Auxo may experience a potential profit of approximately $5.45 per share it received upon conversion of its convertible loans, (v) the investors party to the Non-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo for no consideration, (vi) CCM may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR, and (vii) the service providers receiving Webull Class A Ordinary Shares in satisfaction for certain of their fees and expenses may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they sell; (B) based on the $2.06 closing price of the Webull Warrants on April 28, 2025, Auxo may experience a potential profit of approximately $1.06 per Webull Private Warrant they sell; and (C) based on the $3.21 closing price of the Webull Incentive Warrants on April 28, 2025, the Existing Webull Shareholders may experience a potential profit of approximately $3.21 per Webull Incentive Warrant they sell. The frequency of such sales could also cause the market price of our securities to decline or increase the volatility in the market price of our securities. Immediately following the consummation of the Business Combination, 455,599,003 Webull Ordinary Shares (including 82,988,016 Webull Class B Ordinary Shares) were held by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement. However, certain lock-up restrictions entered into in connection with the Business Combination will expire thirty days after the Closing Date (with respect to the Webull Private Warrants held by Auxo), one year after the Closing Date (with respect to the Webull Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors) and one hundred eighty days after the Closing Date (with respect to Webull Ordinary Shares held by Existing Webull Shareholders). The lock-up restrictions described in the foregoing are subject to specified exceptions that may result in earlier transfers or releases of such securities. For instance, the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the Webull Class A Ordinary Shares trade above $12.00 (as the Webull Class A Ordinary shares do as of the date of this prospectus) for twenty (20) trading days within a thirty (30)-trading day period. The Webull Incentive Warrants held by the Existing Webull Shareholders and the Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses are not subject to any contractual transfer restrictions. For more information on securities eligible for future sale, including alternative resale options that the selling securityholders named herein may have in addition to resales covered by this prospectus, see the section entitled “Securities Eligible For Future Sale” and “Risk Factors” in this prospectus.
The Selling Securityholders may offer any, all or none of the securities described in the foregoing for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The resale of these securities is being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means permitted pursuant to applicable law, as described in more details in the section entitled “Plan of Distribution” herein. We are also registering the resale of these securities by the Selling Securityholders, or their donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. The Initial SKGR Shareholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell. Further, in connection with any sales of securities offered hereunder, the other Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may also be deemed to be “underwriters” within the meaning of the Securities Act.
The table below sets forth, as of the date of this prospectus, the name of the Selling Securityholders for which we are registering the resale of securities to the public and the aggregate principal amount that the Selling Securityholders may offer pursuant to this prospectus. The individuals and entities listed below have beneficial ownership over their respective securities. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Class A Ordinary Shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.
Certain of the Selling Securityholders own Webull Warrants and Webull Incentive Warrants. The Webull Warrants and 913,089 of the 20,913,089 Webull Incentive Warrants were previously issued in a transaction registered with the SEC, and the registration statement of which this prospectus is a part is, among others, registering the issuance and sale of Webull Class A Ordinary Shares underlying the exercise of such Webull Warrants and Webull Incentive Warrants.
The securities held by certain of the Selling Securityholders are subject to transfer restrictions, as described in the sections entitled “Description of Share Capital and Articles of Association” and “Securities Eligible For Future Sale—Lock-Up Agreements.”
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We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the securities in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.
Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. Any such prospectus supplement or post-effective amendment may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of securities of the Company registered on its behalf. A Selling Securityholder may sell all, some or none of such securities in this offering. See the section entitled “Plan of Distribution.”
| Securities Beneficially Owned Prior to This Offering | Securities to Be Sold in This Offering | Securities Beneficially Owned After This Offering | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Selling Securityholders | Webull Class A Ordinary Shares | % | Webull Class B Ordinary Shares | % | Webull Private Warrants | % | Webull Incentive Warrants | % | Webull Class A Ordinary Shares 47 | % | Webull Private Warrants | % | Webull Incentive Warrants 47 | % | Webull Class A Ordinary Shares | %** | Webull Class B Ordinary Shares | % | Webull Private Warrants | % | Webull Incentive Warrants | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| AQR entities 1 | 179,650 | * | - | - | - | - | - | - | 150,000 | * | - | - | - | - | 29,650 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlas Merchant Capital SPAC Fund I LP 2 | 87,000 | * | - | - | - | - | - | - | 87,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Auxo Capital Inc. 3 | 9,696,464 | 2.5 | % | - | - | 6,792,000 | 100 | % | - | - | 2,904,464 | * | 6,792,000 | 100 | % | - | - | 6,792,000 | 1.7 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bojiang Cpaital entities 4 | 29,151,428 | 7.7 | % | - | - | - | - | - | - | 7,287,857 | 1.9 | % | - | - | - | - | 21,863,571 | 5.5 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Camac Fund, LP 5 | 60,000 | * | - | - | - | - | - | - | 60,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coatue PE Asia 55 LLC 6 | 13,307,263 | 3.5 | % | - | - | - | - | 1,859,114 | 8.9 | % | 2,862,037 | * | - | - | 1,859,114 | 8.9 | % | 10,445,226 | 2.8 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Crestline Summit entities 7 | 48,373 | * | - | - | - | - | - | - | 48,373 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derek Jensen 8 | 75,000 | * | - | - | - | - | - | - | 75,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EXOS Collateralized SPAC Holdings Fund LP 9 | 48,750 | * | - | - | - | - | - | - | 48,750 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansion Project Technologies Holding 10 | 18,161,669 | 4.8 | % | - | - | - | - | 2,537,307 | 12.1 | % | 3,906,090 | 1.0 | % | - | - | 2,537,307 | 12.1 | % | 14,255,579 | 3.6 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FT SOF XIII (Holdings), LLC 11 | 8,844 | * | - | - | - | - | - | - | 8,844 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Atlantic Singapore WB Pte. Ltd. 12 | 8,308,853 | 2.2 | % | - | - | - | - | 1,160,802 | 5.6 | % | 1,787,012 | * | - | - | 1,160,802 | 5.6 | % | 6,521,841 | 1.6 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gopher Asset 13 | 37,594,146 | 9.9 | % | - | - | - | - | - | - | 9,398,537 | 2.5 | % | - | - | - | - | 28,195,609 | 7.1 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harraden Circle entities 14 | 214,786 | * | - | - | - | - | - | - | 150,150 | * | - | - | - | - | 64,636 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hillhouse entities 15 | 33,777,327 | 8.9 | % | - | - | - | - | 696,481 | 3.3 | % | 8,270,212 | 2.2 | % | - | - | 696,481 | 3.3 | % | 25,507,115 | 6.4 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hongdao Capital entities 16 | 18,638,977 | 4.9 | % | - | - | - | - | - | - | 4,659,744 | 1.2 | % | - | - | - | - | 13,979,233 | 3.5 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hongjang Jin 17 | 40,028 | * | - | - | - | - | 13 | * | 40,000 | * | - | - | - | - | 28 | * | - | - | - | - | 13 | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HS Investments IV Limited 18 | 33,235,410 | 8.7 | % | - | - | - | - | 4,643,210 | 22.2 | % | 7,148,050 | 1.9 | % | - | - | 4,643,210 | 22.2 | % | 26,087,360 | 6.5 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HSG Growth VI Holdco F, Ltd. 19 | 13,034,604 | 3.4 | % | - | - | - | - | 1,821,021 | 8.7 | % | 2,803,396 | * | - | - | 1,821,021 | 8.7 | % | 10,231,208 | 2.6 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Internet Fund VII Pte. Ltd. 20 | 13,628,070 | 3.6 | % | - | - | - | - | 1,903,933 | 9.1 | % | 2,931,034 | * | - | - | 1,903,933 | 9.1 | % | 10,697,036 | 2.7 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| J.V.B. Financial Group, LLC 21 | 142,097 | * | - | - | - | - | 117,097 | * | 25,000 | * | - | - | - | - | 117,097 | * | - | - | - | - | 117,097 | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| John A. Boehner 22 | 40,000 | * | - | - | - | - | - | - | 40,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| JRG WB9 LTD. 22 | 2,004,137 | * | - | - | - | - | 279,992 | 1.3 | % | 431,036 | * | - | - | 279,992 | 1.3 | % | 1,573,101 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kepos Special Opportunities Master Fund L.P. 24 | 112,500 | * | - | - | - | - | - | - | 112,500 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lightspeed Opportunity Fund, L.P. 25 | 8,308,853 | 2.2 | % | - | - | - | - | 1,160,802 | 5.6 | % | 1,787,013 | * | - | - | 1,160,802 | 5.6 | % | 6,521,840 | 1.6 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LMR entities 26 | 1,989,712 | * | - | - | - | - | 90,390 | * | 130,000 | * | - | - | - | - | 1,859,712 | - | - | - | - | - | 90,390 | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Martin Payne 27 | 25,000 | * | - | - | - | - | - | - | 25,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meteora entiites 28 | 470,357 | * | - | - | - | - | - | - | 122,945 | * | - | - | - | - | 347,412 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michael Noonen 29 | 25,000 | * | - | - | - | - | - | - | 25,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| MMF LT, LLC 30 | 285,000 | * | - | - | - | - | 25,000 | * | 60,000 | * | - | - | - | - | 225,000 | * | - | - | - | - | 25,000 | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mobai Capital entities 31 | 16,006,890 | 4.2 | % | - | - | - | - | - | - | 4,001,723 | 1.1 | % | - | - | - | - | 12,005,167 | 3.0 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NotNull Inc. 32 | 29,758,301 | 7.9 | % | - | - | - | - | - | - | 7,439,575 | 2.0 | % | - | - | - | - | 22,318,726 | 5.6 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PEAK6 entities 33 | 27,632,929 | 7.3 | % | - | - | - | - | 1,069,141 | 5.1 | % | 6,640,947 | 1.8 | % | - | - | 1,069,141 | 5.1 | % | 20,991,982 | 5.3 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Polar Multi-Strategy Master Fund 34 | 350,000 | * | - | - | - | - | - | - | 150,000 | * | - | - | - | - | 200,000 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Richard Chin 35 | 281,250 | * | - | - | - | - | - | - | 281,250 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RiverNorth SPAC Arbitrage Fund, LP 36 | 206,125 | * | - | - | - | - | - | - | 150,000 | * | - | - | - | - | 56,125 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rothschild entities 37 | 15,786,831 | 4.1 | % | - | - | - | - | 2,205,526 | 10.5 | % | 3,395,326 | * | - | - | 2,205,526 | 10.5 | % | 12,391,505 | 3.1 | % | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SIG Global China Fund I, LLLP 38 | 24,815,484 | 6.5 | % | - | - | - | - | 662,671 | 3.2 | % | 6,038,203 | 1.6 | % | - | - | 662,671 | 3.2 | % | 18,777,281 | 4.7 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tianjin Jinmi Investment Partnership (LP) 39 | 16,689,642 | 4.4 | % | - | - | - | - | - | - | 4,172,411 | 1.1 | % | - | - | - | - | 12,517,231 | 3.1 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tianjin Zhiying Enterprise Management Partnership (LP) 40 | 21,303,692 | 5.6 | % | - | - | - | - | - | - | 5,325,923 | 1.4 | % | - | - | - | - | 15,977,769 | 4.0 | % | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TQ Master Fund LP 41 | 16,124 | * | - | - | - | - | - | - | 16,124 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Walleye entities 42 | 900,000 | * | - | - | - | - | - | - | 135,000 | * | - | - | - | - | 765,000 | * | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Water Castle Az Inc. 43 | 82,988,016 | 18.0 | % | 82,988,016 | 100 | % | - | - | - | - | 20,747,004 | 5.5 | % | - | - | - | - | - | - | 62,241,012 | 100 | % | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Webull Partners Limited 44 | 11,466,481 | 3.0 | % | - | - | - | - | - | - | 11,466,481 | 3.0 | % | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aqua Pursuit International Limited 45 | 50,000 | * | - | - | - | - | - | - | 50,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wilson Sonsini Goodrich & Rosatti 46 | 50,000 | * | - | - | - | - | - | - | 50,000 | * | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| * | Represents less than 1% |
| ** | Percentage of Webull Class A Ordinary Shares beneficially owned after this offering gives effect to the conversion of 20,747,004 Webull Class B Ordinary Shares into Webull Class A Ordinary Shares in connection with the conversion and sale of such shares by Water Castle Az Inc. in connection with this offering. |
| 1 | Represents (i) (a) 18,042 Webull Class A Ordinary Shares held by AQR Absolute Return Master Account, L.P. pursuant to Non-Redemption Agreements and (b) 3,905 Webull Class A Ordinary Shares held by AQR Absolute Return Master Account, L.P. assuming the exercise of 3,905 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (ii) 15,474 Webull Class A Ordinary Shares held by AQR APEX MS Master Account, L.P. pursuant to Non-Redemption Agreements, (iii) (a) 1,002 Webull Class A Ordinary Shares held by AQR Arbitrage MA Offshore Fund, L.P. pursuant to Non-Redemption Agreements and (b) 60 Webull Class A Ordinary Shares assuming the exercise of 60 Webull Public Warrants Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (iv) (a) 28,890 Webull Class A Ordinary Shares held by AQR Corporate Arbitrage Master Account, L.P. pursuant to Non-Redemption Agreements and (b) 7,375 Webull Class A Ordinary Shares assuming the exercise of 7,375 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (v) (a) 74,562 Webull Class A Ordinary Shares held by AQR Global Alternative Investment Offshore Fund, L.P. pursuant to Non-Redemption Agreements and (b) 17,747 Webull Class A Ordinary Shares assuming the exercise of 17,747 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (vi) 3,930 Webull Class A Ordinary Shares held by AQR SPAC Opportunities Offshore Fund, L.P. pursuant to Non-Redemption Agreements and (vii) (a) 8,100 Webull Class A Ordinary Shares held by AQR UCITS Funds – AQR Corporate Arbitrage UCITS Fund pursuant to Non-Redemption Agreement and (b) 563 Webull Class A Ordinary Shares assuming the exercise of 563 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). AQR Capital Management, LLC and AQR Arbitrage, LLC, each a Delaware limited liability company, act as investment adviser to AQR Absolute Return Master Account, L.P., AQR APEX MS Master Account, L.P., AQR Arbitrage MA Offshore Fund, L.P., AQR Corporate Arbitrage Master Account, L.P., AQR Global Alternative Investment Offshore Fund, L.P., AQR SPAC Opportunities Offshore Fund, L.P. and AQR UCITS Funds – AQR Corporate Arbitrage UCITS Fund and have investment and dispositive power over the shares held by the fund. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC. AQR Capital Management, LLC is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC, a Delaware limited liability company. Clifford S. Asness may be deemed to control AQR Capital Management, LLC through his voting control over the Board of Managers of AQR Capital Management Holdings, LLC. Each of the parties in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein. The address for these entities and individuals is One Greenwich Plaza, Suite 130, Greenwich, CT 06830. |
| 2 | Represents 87,000 Webull Class A Ordinary Shares held by Atlas Merchant Capital SPAC Fund I LP pursuant to Non-Redemption Agreements. Atlas Merchant Capital LLC (the “Atlas Advisor”) is a registered investment advisor and the investment manager of Atlas Merchant Capital SPAC Fund I LP (the “Atlas Fund”). Atlas Merchant Capital Holdings, Ltd. (“Atlas Holdings”) is the managing member of the Atlas Advisor; Atlas Merchant Capital LP (“AMC Capital”) is the sole voting shareholder of Atlas Holdings; and Atlas Merchant Capital GP LLC (“AMC-GP”) is the general partner of AMC Capital. AMC SPAC Fund GP LP (the “Atlas General Partner”) is the general partner of the Atlas Fund and AMC SPAC Fund MGP LLC (“AMC SPAC MGP”) is the general partner of the Atlas General Partner. Robert E. Diamond and David I. Schamis are the sole members of AMC-GP and AMC SPAC MGP. Each of the Atlas Advisor, Atlas Holdings, AMC Capital, AMC-GP, the Atlas General Partner, AMC SPAC MGP and Messrs. Diamond and Shamis may be deemed to indirectly beneficially own the shares directly held by the Fund, but each of such persons disclaims such beneficial ownership except to the extent of its of his pecuniary interest in the shares held by the Fund. The address of the entities and individuals listed above is 477 Madison Ave., 22nd Floor, New York, NY 10022. |
32
| 3 | Represents (i) 2,904,464 Webull Class A Ordinary Shares issued to Auxo Capital Inc. upon conversion of its SKGR Class B Ordinary Shares, (ii) 524,000 Webull Class A Ordinary Shares that were issued to Auxo Capital Inc. upon conversion of SKGR Class A Ordinary Shares that were issued pursuant to certain convertible loans extended by Auxo Capital Managers LLC to SKGR and (iii) 6,792,000 Webull Class A Ordinary Shares held by Auxo Capital Inc. assuming the exercise of 6,792,000 Webull Private Warrants (such shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). The Webull Class A Ordinary Shares reported above are held in the name of Auxo Capital Inc., a Delaware corporation with its registered address at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. Richard Chin, Derek Jensen, and Byung Don Kwon exercise voting and investment control over these shares and may be deemed to have shared beneficial ownership of such shares. Each of Richard Chin and Derek Jensen disclaim beneficial ownership of the shares held by Auxo Capital Inc., directly or indirectly. The business address of the entities and individuals listed above is 288 Park Avenue S, #96693, New York, NY 10003. |
| 4 | Represents (i) 7,127,532 Webull Class A Ordinary Shares held by Changxing Boyi Equity Investment Fund Management Centre (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder, (ii) 11,011,948 Webull Class A Ordinary Shares held by Anji Boye Investment Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder, and (iii) 11,011,948 Webull Class A Ordinary Shares held by Lishui Bojiang Chuangfu 2nd Equity Investment Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder. Changxing Boyi Equity Investment Fund Management Centre (Limited Partnership), Anji Boye Investment Partnership (Limited Partnership) and Lishui Bojiang Chuangfu 2nd Equity Investment Partnership (Limited Partnership) are collectively referred to as the Bojiang Capital entities. The general partner of the Bojiang Capital entities is Shanghai Bojiang Investment Management Co., Ltd., which is wholly owned by Bojiang Group Co., Ltd. Tian Luo controls Bojiang Group Co., Ltd. by beneficially owning 49.76% equity interest therein. The registered address of Changxing Boyi Equity Investment Fund Management Centre (Limited Partnership) is No. 668 Lvzhou Avenue, Bailian Village, Sian Town, Changxing Country, Huzhou City, Zhejiang Province, China. The registered address of Anji Boye Investment Partnership (Limited Partnership) is Room 217, Building #1, Lingfeng Village, Lingfeng Street, Anji County, Huzhou City, Zhejiang Province, China. The registered address of Lishui Bojiang Chuangfu 2nd Equity Investment Partnership (Limited Partnership) is Room 3119, Building #1, No. 16 Tongyuan Road, Da Gang Tou, Liandu District, Lishui City, Zhejiang Province, China. The business address of the above listed entities and individuals is c/o Shanghai Bojiang Investment Management Co., Ltd., 35F, Huafeng International No. 200 Xingye St., Qianjiang CBD, Hangzhou, China. |
| 5 | Represents 60,000 Webull Class A Ordinary Shares held by Camac Fund, LP issued pursuant to Non-Redemption Agreements. Camac Capital LLC is the general partner of Camac Fund, LP. Eric Shahinian is the manager of Camac Capital LLC and Camac Fund, L.P. Mr. Shahinian disclaims beneficial ownership of the shares held by Camac Fund, LP. The registered address of Camac Fund LP is 2 Pheasant Ridge Road, Ossining, NY 10562. |
| 6 | Represents (i) 11,448,149 Webull Class A Ordinary Shares held by Coatue PE Asia 55 LLC following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,859,114 Webull Class A Ordinary Shares held by Coatue PE Asia 55 LLC assuming the exercise of 1,859,114 Webull Incentive Warrants. Coatue PE Asia 55 LLC is a Delaware limited liability company managed by Coatue Management, L.L.C. The sole owner of Coatue Management, L.L.C. is Coatue Management Partners L.P., for which Coatue Management Partners GP LLC serves as general partner. Mr. Philippe Laffont serves as the managing member of Coatue Management Partners GP LLC. The business address of entities and individual listed above is 9 West 57th Street, 25th Floor, New York, NY 10019. |
| 7 | Represents (i) 16,996 Webull Class A Ordinary Shares held by Crestline Summit Master, SPC - Crestline Summit Apex SP (“Apex SP”) pursuant to Non-Redemption Agreements and (ii) 31,377 Webull Class A Ordinary Shares held by Crestline Summit Master, SPC - Peak SP (“Peak SP”) pursuant to Non-Redemption Agreements. Sandia Investment Management LP (“Sandia”) serves as investment manager to Apex SP and Peak SP. Sandia Investment Management LLC is the general partner of Sandia. Tim Sichler serves as Founder & CIO of the general partner of Sandia, and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the securities described in this footnote. The business address of these entities and Mr. Sichler is 201 Washington Street, Boston, MA 02108. |
33
| 8 | Represents 75,000 Webull Class A Ordinary Shares held by Derek Jensen issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares. The business address of Derek Jensen is 288 Park Avenue S, #96693, New York, NY 10003. |
| 9 | Represents 48,750 Webull Class A Ordinary Shares held by EXOS Collateralized SPAC Holdings Fund LP issued pursuant to Non-Redemption Agreements. EXOS Collateralized SPAC Holdings Fund LP is managed by Michael Bissmeyer, its portfolio manager with investment discretion of EXOS Collateralized SPAC Holdings Fund LP. Mr. Bissmeyer disclaims beneficial ownership of the shares held by EXOS Collateralized SPAC Holdings Fund LP. The address of EXOS Collateralized SPAC Holdings Fund LP is 35 West 35th Street, 5th Floor, New York, NY 10001. |
| 10 | Represents (i) 15,624,362 Webull Class A Ordinary Shares held by Expansion Project Technologies Holding 4 SPV RSC Ltd (“SPV”) following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 2,537,307 Webull Class A Ordinary Shares held by SPV assuming the exercise of 2,537,307 Webull Incentive Warrants. The SPV is wholly owned by a partnership registered in the Abu Dhabi Global Market (“Fund I”). Axight Capital Limited (“Axight”) is the investment manager of Fund I. Lunate Asia Holding RSC Ltd (“Lunate Asia”) wholly owns Axight and Lunate Holding RSC Ltd (“Lunate Holding”) wholly owns Lunate Asia. Chimera Investment LLC is the parent of Lunate Holding. The address for Lunate Holding is Unit No. 1, Floor 12, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The address for Chimera Investment LLC is Office 410, Royal Group Headquarters Building, Khalifa Park Area, Abu Dhabi, United Arab Emirates. The address for Axight, Fund I and SPV is Unit No. 3, Floor 6, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. |
| 11 | Represents 8,844 Webull Class A Ordinary Shares held by FT SOF XIII (Holdings), LLC issued pursuant to Non-Redemption Agreements. Fir Capital Management LP is the investment manager of FT SOF XIII (SPAC) Holdings, LLC and exercises voting and dispositive power over the shares noted herein held by FT SOF XIII (SPAC) Holdings, LLC. Clinton Biondo and David Sultan are the managing partners of Fir Capital Management LP. Each of Fir Capital Management LP and FT SOF XIII (SPAC) Holdings, LLC and the individual managing partners separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is C/O Fir Tree Capital Management, 500 Fifth Avenue, 9th Floor, New York, NY 10110. |
| 12 | Represents (i) 7,148,051 Webull Class A Ordinary Shares held by General Atlantic Singapore WB Pte. Ltd. (“GAS WB”) following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,160,802 Webull Class A Ordinary Shares held by GAS WB assuming the exercise of 1,160,802 Webull Incentive Warrants. GAS WB is wholly owned by General Atlantic Singapore Fund Pte. Ltd. (“GASF”). GASF is wholly owned, directly or indirectly, by General Atlantic Singapore Interholdco Ltd. (“GASF Interholdco”). The shareholders of GASF Interholdco that share beneficial ownership of the shares held of record by GAS WB are the following General Atlantic investment funds (the “GA Funds”): General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”), General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”), General Atlantic Partners (Lux) SCSp (“GAP Lux”), GAP Coinvestments III, LLC (“GAPCO III”), GAPCO Coinvestments IV, LLC (“GAPCO IV”), GAPCO Coinvestments V, LLC (“GAPCO V”) and GAP Coinvestments CDA, L.P. (“GAPCO CDA”). The general partner of GAP Lux is General Atlantic GenPar (Lux) ScSp (“GA GenPar Lux”) and the general partner of GA GenPar Lux is General Atlantic (Lux) S.à r.l. (“GA Sarl”). The ultimate general partner of GAP Bermuda EU, GAP Bermuda IV and the sole shareholder of GA Sarl is GAP (Bermuda) L.P. GAP (Bermuda), L.P. is controlled by the Partnership Committee of GASC MGP, LLC (the “Partnership Committee”). There are five members of the Partnership Committee. General Atlantic, L.P. (“GA LP”), which is also controlled by the Partnership Committee, is the managing member of GAPCO III, GAPCO IV, GAPCO V and the general partner of GAPCO CDA. GA LP, GA GenPar Lux, GA Sarl, GAP (Bermuda), L.P. and the GA Funds are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the Partnership Committee disclaims ownership of such shares except to the extent that he has a pecuniary interest therein. The registered address of GAS WB is 8 Marina Boulevard, #17-02, Marina Bay Financial Centre, Singapore 018981. |
| 13 | Represents 37,594,146 Webull Class A Ordinary Shares held Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder. The general partner of Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership) is Gopher Asset Management Co., Ltd. Gopher Asset Management Co., Ltd. is wholly owned by Shanghai Noah Investment Management Co., Ltd. Mr. Yin Zhe serves as Executive Director of Noah Investment Management Co. and has voting and investment control over the shares held by Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership). The business address of the above listed entities and individuals is Noah Wealth Center, No. 1226 Shenbin Sound Rd., Minhang District, Shanghai, China. |
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| 14 | Represents (i) (a) 7,849 Webull Class A Ordinary Shares held by Altana Calderwood Specialist Alpha Fund pursuant to Non-Redemption Agreements and (b) 895 Webull Class A Ordinary Shares held by Altana Calderwood Specialist Alpha Fund assuming the exercise of 895 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (ii) (a) 6,220 Webull Class A Ordinary Shares held by Gantcher Family Limited Partnership pursuant to Non-Redemption Agreements and (b) 2,879 Webull Class A Ordinary Shares held by Gantcher Family Limited Partnership assuming the exercise of 2,879 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (iii) 125,197 Webull Class A Ordinary Shares held by Harraden Circle Investors, LP pursuant to Non-Redemption Agreements and (b) 150 Webull Class A Ordinary Shares held by Harraden Circle Investors, LP pursuant to Additional Non-Redemption Agreements and (c) 59,604 Webull Class A Ordinary Shares held by Harraden Circle Investors, LP assuming the exercise of 59,604 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus) and (iv) (a) 10,734 Webull Class A Ordinary Shares held by Warbasse67 Fund LLC pursuant to Non-Redemption Agreements and (b) 1,258 Webull Class A Ordinary Shares held by Warbasse67 Fund LLC assuming the exercise of 1,258 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). Harraden Circle Investments, LLC serves as investment manager to Altana Calderwood Specialist Alpha Fund, Gantcher Family Limited Partnership, Harraden Circle Investors, LP and Warbasse67 Fund LLC (collectively, the “Harraden Circle entities”). Mr. Frederick Fortmiller, Jr. is the managing member of Harraden Circle Investments, LLC. In such capacity, Mr. Fortmiller has voting and investment power with respect to the Webull Class A Ordinary Shares owned by the Harraden Circle entities and may be deemed to beneficially own the Webull Class A Ordinary Shares reported herein directly owned by the Harraden Circle entities. The principal address of the Harraden Circle entities is 299 Park Avenue, 21st Floor, New York, NY 10171. |
| 15 | Represents (i) 28,792,015 Webull Class A Ordinary Shares held by WBL Holding LP following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) (a) 4,288,831 Webull Class A Ordinary Shares held by WBL2 Holdings Limited following the consummation of the Business Combination as an Existing Webull Shareholder and (b) 696,481 Webull Class A Ordinary Shares held by WBL2 Holdings Limited assuming the exercise of 696,481 Webull Incentive Warrants. WBL Holding LP and WBL2 Holdings Limited are collectively referred to as Hillhouse entities. Each of WBL Holding LP and WBL2 Holdings Limited is wholly owned by Hillhouse Focused Growth Fund V, L.P. Hillhouse Investment Management, Ltd. acts as the sole management company of Hillhouse Focused Growth Fund V, L.P. and is deemed to be the beneficial owner of the shares held by WBL Holding LP and WBL2 Holdings Limited. The registered address of WBL Holding LP is 1675 S. State Street, Suite B, Dover, DE 19901, the United States. The registered address of WBL2 Holdings Limited is 89 Nexus Way, Camana Bay, P.O. Box 31106, Grand Cayman KY1-1205, Cayman Islands. |
| 16 | Represents (i) 4,404,779 Webull Class A Ordinary Shares held by Honghe Venture Fund I, L.P. following the consummation of the Business Combination as an Existing Webull Shareholder, (ii) 10,675,482 Webull Class A Ordinary Shares held by Tianjin Honghe Business Management Consulting Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder and (iii) 3,558,716 Webull Class A Ordinary Shares held by Tianjin Yirong Business Management Consulting Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder. Honghe GP I Ltd. is the general partner of Honghe Venture Fund I, L.P., and Yang Zhenghong is the director and designated representative of Honghe GP I Ltd. As such, Yang Zhenghong has the authority to exercise voting and investment control over the shares held by Honghe Venture Fund I, L.P. and may be deemed to have shared beneficial ownership of such shares held by Honghe Venture Fund I, L.P. Jinhua Hongdao Investment Management Partnership (Limited Partnership) is the managing partner of Tianjin Honghe Business Management Consulting Partnership (Limited Partnership) and Tianjin Yirong Business Management Consulting Partnership (Limited Partnership), and Li Xiaoguang is the designated representative of Jinhua Hongdao Investment Management Partnership (Limited Partnership). As such, Li Xiaoguang has the authority to exercise voting and investment control over the shares held by Tianjin Honghe Business Management Consulting Partnership (Limited Partnership) and Tianjin Yirong Business Management Consulting Partnership (Limited Partnership). The business address of Honghe Venture Fund I, L.P. and Yang Zhenghong is Tower 3, Grand Yoho, 9 Long Yat Road, Yuan Long, Hong Kong. The business address of Tianjin Honghe Business Management Consulting Partnership (Limited Partnership), Tianjin Yirong Business Management Consulting Partnership (Limited Partnership) and Li Xiaoguang is No. 7 Dong Si Huan Bei Lu, Chao Yang Dist. Beijing, China. |
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| 17 | Represents (i) 40,000 Webull Class A Ordinary Shares held by Hongjang Jin issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares, (ii) 15 Webull Class A Ordinary Shares held by Hongjang Jin pursuant to open market purchases and (iii) 13 Webull Class A Ordinary Shares held by Hongjang Jin assuming the exercise of 13 Webull Incentive Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). The business address of Hongjang Jin is 288 Park Avenue S, #96693, New York, NY 10003. |
| 18 | Represents (i) 28,592,200 Webull Class A Ordinary Shares held by HS Investments IV Limited following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 4,643,210 Webull Class A Ordinary Shares held by HS Investments IV Limited assuming the exercise of 4,643,210 Webull Incentive Warrants. HS Investments IV Limited holds the Company’s securities as nominee for certain funds and investment vehicles managed and controlled by each of Hedosophia Partners IV GP Limited and Hedosophia LTC GP II Limited, as general partners of such funds and investment vehicles. The boards of directors of each of Hedosophia Partners IV GP Limited and Hedosophia LTC GP II Limited comprise Rob King, Fred Hervouet and Simon Williams and each director may be deemed to have shared voting and dispositive power with respect to securities beneficially owned by funds and investment vehicles managed and controlled by each of Hedosophia Partners IV GP Limited and Hedosophia LTC GP II Limited and each of them disclaims beneficial ownership of such securities. The address of each of HS Investments IV Limited and Hedosophia Partners IV GP Limited, Hedosophia LTC GP II Limited and the funds and investment vehicles managed and controlled by them is 3rd Floor, Suite 5, Weighbridge House, Lower Pollet, St. Peter Port, Guernsey GY1 1WL. |
| 19 | Represents (i) 11,213,583 Webull Class A Ordinary Shares held by HSG Growth VI Holdco F, Ltd. following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,821,021 Webull Class A Ordinary Shares held by HSG Growth VI Holdco F, Ltd. assuming the exercise of 1,821,021 Webull Incentive Warrants. The sole shareholder of HSG Growth VI Holdco F, Ltd. is HongShan Capital Growth Fund VI, L.P., whose general partner is HSG Growth VI Management, L.P. The general partner of HSG Growth VI Management, L.P. is HSG Holding Limited, whose sole shareholder is SNP China Enterprises Limited. The sole shareholder of SNP China Enterprises Limited is Mr. Neil Nanpeng Shen. The registered address of HSG Growth VI Holdco F, Ltd. is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| 20 | Represents (i) 11,724,137 Webull Class A Ordinary Shares held by Internet Fund VII Pte. Ltd. following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,903,933 Webull Class A Ordinary Shares held by Internet Fund VII Pte. Ltd. assuming the exercise of 1,903,933 Webull Incentive Warrants. Internet Fund VII Pte. Ltd. is a Singapore private limited company and investment company that focuses on investing in internet, technology and software companies. It is managed by Tiger Global Singapore Pte. Ltd., which is an affiliate of Tiger Global Management, LLC, a Delaware limited liability company. Tiger Global Management, LLC is controlled by Chase Coleman. The registered address of Internet Fund VII Pte. Ltd. is 8 Temasek Boulevard #32-02, Suntec Tower Three, Singapore 038988. |
| 21 | Represents (a) 25,000 Webull Class A Ordinary Shares held by J.V.B. Financial Group, LLC upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR and (b) 117,097 Webull Class A Ordinary Shares held by J.V.B. Financial Group, LLC assuming the exercise of 117,097 Webull Incentive Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). J.V.B. Financial Group, LLC is a subsidiary of J.V.B. Financial Holdings, LLC which is owned by Cohen & Company, LLC, the operating entity for Cohen & Company Inc., which is controlled by its CEO, Lester Brafman. The person having voting and dispositive power over J.V.B. is Jerry Serowik. The address of the persons and entities listed above is 2929 Arch Street, Ste 1703, Philadelphia, PA. |
| 22 | Represents 40,000 Webull Class A Ordinary Shares held by John A. Boehner issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares. The business address of John A. Boehner is 288 Park Avenue S, #96693, New York, NY 10003. |
| 23 | Represents (a) 1,724,145 Webull Class A Ordinary Shares held by JRG WB9 LTD. following the consummation of the Business Combination as an Existing Webull Shareholder and (b) 279,992 Webull Class A Ordinary Shares held by JRG WB9 LTD. assuming the exercise of 279,992 Webull Incentive Warrants. JRG WB9 LTD. is a limited company incorporated in the Cayman Islands. JRG WB9 LTD. is owned by Sky9 Capital MVP Fund, L.P. and Sky9 Capital Fund IV, L.P. Sky9 Capital MVP Fund, L.P. is managed by its general partner, Sky9 Capital MVP GP Ltd, which is ultimately controlled by Ronald Cao. Sky9 Capital Fund IV, L.P. is managed by its general partner, Sky9 Capital Fund IV GP Ltd, which is ultimately controlled by Ronald Cao. The registered address of JRG WB9 LTD. is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. |
| 24 | Represents 112,500 Webull Class A Ordinary Shares held by Kepos Special Opportunities Master Fund L.P. issued pursuant to Non-Redemption Agreements. Kepos Capital LP is the investment manager of Kepos Special Opportunities Master Fund L.P. and Kepos Partners LLC is the General Partner of Kepos Special Opportunities Master Fund L.P. and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by Kepos Special Opportunities Master Fund L.P. Mr. Carhart disclaims beneficial ownership of the shares held by Kepos Special Opportunities Master Fund L.P. The address of Kepos Capital LP and Mr. Carhart is 11 Times Square, 35th Floor, New York, New York 10036. |
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| 25 | Represents (i) 7,148,051 Webull Class A Ordinary Shares held by Lightspeed Opportunity Fund, L.P. (“Lightspeed Opportunity”) following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,160,802 Webull Class A Ordinary Shares held by Lightspeed Opportunity assuming the exercise of 1,160,802 Webull Incentive Warrants. Lightspeed General Partner Opportunity Fund, L.P. (“LGP Opportunity”) is the general partner of Lightspeed Opportunity. Lightspeed Ultimate General Partner Opportunity Fund, Ltd. (“LUGP Opportunity”) is the general partner of LGP Opportunity. Ravi Mhatre and Arif Janmohamed are the directors of LUGP Opportunity and share voting and dispositive power with respect to the shares held by Lightspeed Opportunity. The business address of Lightspeed Opportunity Fund, L.P. is 2200 Sand Hill Road, Suite 100, Menlo Park, CA 94025, United States. |
| 26 | Represents (i) (a) 15,000 Webull Class A Ordinary Shares held by LMR CCSA Master Fund Limited pursuant to Non-Redemption Agreements, (b) 50,000 Webull Class A Ordinary Shares held by LMR CCSA Master Fund Limited pursuant to Additional Non-Redemption Agreements and (c) 884,661 Webull Class A Ordinary Shares held by LMR CCSA Master Fund assuming the exercise of 884,661 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus) and (d) 45,195 Webull Class A Ordinary Shares held by LMR CCSA Master Fund assuming the exercise of 45,195 Webull Incentive Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus) and (ii) (a) 15,000 Webull Class A Ordinary Shares held by LMR Multi-Strategy Master Fund Limited pursuant to Non-Redemption Agreements, (b) 50,000 Webull Class A Ordinary Shares held by LMR Multi-Strategy Master Fund pursuant to Additional Non-Redemption Agreements, (c) 884,661 Webull Class A Ordinary Shares held by LMR Multi-Strategy Master Fund Limited assuming the exercise of 884,661 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus) and (d) 45,195 Webull Class A Ordinary Shares held by LMR Multi-Strategy Master Fund Limited assuming the exercise of 45,195 Webull Incentive Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). LMR Partners LLP (“LMR Partners”) is the investment manager of LMR CCSA Master Fund Limited and LMR Multi-Strategy Master Fund Limited (together, the “LMR Securityholders”). Vincent Olekhnovitch is a portfolio manager of LMR Partners, and Pearse Griffith, Benjamin Levine, Torsten de Santos and Mark Eberle are directors of the LMR Securityholders, and, accordingly, they have shared voting and dispositive power of the Webull Class A Ordinary Shares held by the LMR Securityholders. The address of LMR Partners is 9th Floor, Devonshire House, 1 Mayfair Place, London W1J 8AJ, United Kingdom. The address of the LMR Securityholders is P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands. |
| 27 | Represents 25,000 Webull Class A Ordinary Shares held by Martin Payne issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares. The business address of Martin Payne is 288 Park Avenue S, #96693, New York, NY 10003. |
| 28 | Represents (i) (a) 10,538 Webull Class A Ordinary Shares held by Boothbay Absolute Return Strategies pursuant to Non-Redemption Agreements and (b) 27,155 Webull Class A Ordinary Shares held by Boothbay Absolute Return Strategies assuming the exercise of 27,155 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (ii) 4,515 Webull Class A Ordinary Shares held by Boothbay Diversified Alpha Master Fund, LP pursuant to Non-Redemption Agreements, (iii) (a) 18,245 Webull Class A Ordinary Shares held by Meteora Capital Partners, LP pursuant to Non-Redemption Agreements, (b) 18,720 Webull Class A Ordinary Shares held by Meteora Capital Partners, LP pursuant to Additional Non-Redemption Agreements and (c) 113,556 Webull Class A Ordinary Shares held by Meteora Capital Partners, LP assuming the exercise of 113,556 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (iv) 30,999 Webull Class A Ordinary Shares held by Meteora Select Trading Opportunities Master, LP pursuant to Non-Redemption Agreements and (b) 165,045 Webull Class A Ordinary Shares held by Meteora Select Trading Opportunities Master, LP assuming the exercise of 165,045 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (v) 23,385 Webull Class A Ordinary Shares held by Meteora Special Opportunities Master, LP pursuant to Additional Non-Redemption Agreements and (vi) (a) 8,648 Webull Class A Ordinary Shares held by Meteora Special Opportunity Fund I, LP pursuant to Non-Redemption Agreements, (b) 7,895 Webull Class A Ordinary Shares held by Meteora Special Opportunity Fund I, LP pursuant to Additional Non-Redemption Agreements and (c) 18,271 Webull Class A Ordinary Shares held by Meteora Special Opportunity Fund I, LP assuming the exercise of 18,271 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). Meteora Capital, LLC (“Meteora Capital”) serves as investment manager to Boothbay Absolute Return Strategies, Boothbay Diversified Alpha Master Fund, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP, Meteora Special Opportunities Master, LP and Meteora Special Opportunity Fund I, LP (collectively, the “Meteora entities”). Voting and investment power over the Webull Class A Ordinary Shares held by the Meteora entities resides with its investment manager Meteora Capital. Mr. Vik Mittal serves as the managing member of Meteora Capital and may be deemed to be the beneficial owner of the shares held by such entities. Mr. Mittal, however, disclaims any beneficial ownership of the shares held by such entities. The business address of the entities listed above is 1200 N. Federal Highway, Suite 200, Boca Raton, FL 33432. |
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| 29 | Represents 25,000 Webull Class A Ordinary Shares held by Michael Noonen issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares. The business address of Michael Noonen is 288 Park Avenue S, #96693, New York, NY 10003. |
| 30 | Represents (i) 60,000 Webull Class A Ordinary Shares held by MMF LT, LLC pursuant to Non-Redemption Agreements, (ii) 200,000 Webull Class A Ordinary Shares held by MMF LT, LLC assuming the exercise of 200,000 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus) and (iii) 25,000 Webull Class A Ordinary Shares held by MMF LT, LLC assuming the exercise of 25,000 Webull Incentive Warrants. Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC. The address of MMF LT, LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036. |
| 31 | Represents (i) 9,213,691 Webull Class A Ordinary Shares held by Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 6,793,199 Webull Class A Ordinary Shares held by Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder. Hunan Mobai Xinyuan Private Equity Investment Partnership Enterprise (Limited Partnership) holds the controlling interests in Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) by beneficially owning 99.96% equity interest therein. Hunan Mobai Fuxing Private Equity Investment Partnership Enterprise (Limited Partnership) holds the controlling interests in Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) by beneficially owning 99.97% equity interest therein. Ren Peng has delegated voting and dispositive power over the shares held by Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) and Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) as the delegated representative of Shenzhen Qianhai Mobai Asset Management Co., Ltd., the Managing Partner of Hunan Mobai Xinyuan Private Equity Investment Partnership Enterprise (Limited Partnership) and Hunan Mobai Fuxing Private Equity Investment Partnership Enterprise (Limited Partnership). The address of Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) and Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) is #1725, Tianjin Binhai China Trade Center, China (Tianjin) Pilot Free Trade Zone, Tianjin, China. |
| 32 | Represents 29,758,301 Webull Class A Ordinary Shares held by NotNull Inc. following the consummation of the Business Combination as an Existing Webull Shareholder. The voting power of NotNull Inc. is fully retained by ToString Inc., a British Virgin Islands company wholly-owned by Mr. Jun Yuan. The registered office address of NotNull Inc. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. |
| 33 | Represents (i) 26,563,788 Webull Class A Ordinary Shares held by PEAK6 Group LLC following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 1,069,141 Webull Class A Ordinary Shares held by PEAK6 Capital Management LLC assuming the exercise of 1,069,141 Webull Incentive Warrants. PEAK6 Group LLC and PEAK6 Capital Management LLC are both subsidiaries of PEAK6 Investments LLC, which is in turn a subsidiary of PEAK6 LLC. Mr. Matthew Nels Hulsizer and Ms. Jennifer Just are the only individuals with controlling power over PEAK6 LLC. Both Mr. Hulsizer and Ms. Just disclaim beneficial ownership of the shares held by PEAK6 Group LLC, except to the extent of their respective pecuniary interests therein. The registered address of PEAK6 Group LLC is 2010 E. 6th St. Austin, TX 78702. |
| 34 | Represents (i) 150,000 Webull Class A Ordinary Shares held by Polar Multi-Strategy Master Fund issued pursuant to Non-Redemption Agreements and (ii) 200,000 Webull Class A Ordinary Shares held by Polar Multi-Strategy Master Fund assuming the exercise of 200,000 Webull Incentive Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). Polar Multi-Strategy Master Fund (“Polar Fund”) is under management by Polar Asset Management Partners Inc. (“PAMPI”). PAMPI serves as Investment Advisor to the Polar Fund and has control and discretion over the shares held by the Polar Fund. As such, PAMPI may be deemed the beneficial owner of the shares held by the Polar Fund. PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein. The ultimate natural person who has voting and dispositive power over the shares held by the Polar Fund is Paul Sabourin, Chief Investment Officer of PAMPI. The address of Polar Fund is 16 Tork Street, Suite 2900, Toronto, Ontario, M5J0E6 Canada. |
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| 35 | Represents 281,250 Webull Class A Ordinary Shares held by Richard Chin issued in connection with the Business Combination to Initial SKGR Shareholders upon conversion of their SKGR Class B Ordinary Shares. The business address of Richard Chin is 288 Park Avenue S, #96693, New York, NY 10003. |
| 36 | Represents (i) 150,000 Webull Class A Ordinary Shares held by RiverNorth SPAC Arbitrage Fund, LP issued pursuant to Non-Redemption Agreements and (ii) 56,125 Webull Class A Ordinary Shares held by RiverNorth SPAC Arbitrage Fund, LP assuming the exercise of 56,125 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). RiverNorth SPAC Arbitrage GP is the general partner of RiverNorth SPAC Arbitrage Fund, LP. RiverNorth Capital Management, LLC is the general partner of RiverNorth Capital Partners, LP and RiverNorth Institutional Partners LP and the managing member of RiverNorth SPAC Arbitrage GP (together with RiverNorth SPAC Arbitrage Fund, LP, RiverNorth Capital Partners, LP and RiverNorth Institutional Partners, LP, the “RiverNorth Funds”) and has beneficial ownership of the shares held by RiverNorth Funds. Patrick W. Galley is deemed control person of RiverNorth. Mr. Galley disclaims beneficial ownership of the shares held by RiverNorth SPAC Arbitrage Fund, LP. The address for RiverNorth SPAC Arbitrage Fund, LP is 360 South Rosemary Avenue, Suite 1420, West Palm Beach, Florida, 33401. |
| 37 | Represents (i) (a) 714,815 Webull Class A Ordinary Shares held by JR-GFG LLC following the consummation of the Business Combination as an Existing Webull Shareholder and (b) 116,082 Webull Class A Ordinary Shares held by JR-GFG LLC assuming the exercise of 116,082 Webull Incentive Warrants, (ii) (a) 10,007,267 Webull Class A Ordinary Shares held by RIT Capital Partners PLC following the consummation of the Business Combination as an Existing Webull Shareholder and (b) 1,625,123 Webull Class A Ordinary Shares held by RIT Capital Partners PLC assuming the exercise of 1,625,123 Webull Incentive Warrants and (iii) 2,859,223 Webull Class A Ordinary Shares held by WB-UDD2021 LP following the consummation of the Business Combination as an Existing Webull Shareholder and (b) 464,321 Webull Class A Ordinary Shares held by WB-UDD2021 LP assuming the exercise of 464,321 Webull Incentive Warrants. RIT Capital Partners PLC has delegated investment management to J. Rothschild Capital Management Limited, a private limited company, incorporated in England and Wales with company number 02201053, which is regulated in the United Kingdom by the Financial Conduct Authority. J. Rothschild Capital Management Limited may be deemed to share beneficial ownership of the shares of common stock reported herein, but disclaims any such beneficial ownership of shares of common stock not held of record by it, except to the extent it has pecuniary interest therein. The address of RIT Capital Partners PLC is Spencer House, 27 St. James’s Place, London, United Kingdom SW1A 1NR. Mr. Jeffrey Lo has voting and investment control over the shares held by WB-UDD2021 LP and JR-GFG LLC. The address of WB-UDD 2021 LP, JR-GFG LLC and Mr. Jeffrey Lo is 33 Union Square West, New York, NY 10003. |
| 38 | Represents (i) 24,152,813 Webull Class A Ordinary Shares held by SIG Global China Fund I, LLLP following the consummation of the Business Combination as an Existing Webull Shareholder and (ii) 662,671 Webull Class A Ordinary Shares held by SIG Global China Fund I, LLLP assuming the exercise of 662,671 Webull Incentive Warrants. SIG Asia Investment, LLLP, a Delaware limited liability limited partnership, is the investment manager for SIG Global China Fund I, LLLP pursuant to an investment management agreement and, as such, has discretionary authority to vote and dispose of the shares held by SIG Global China Fund I, LLLP. In addition, Heights Capital Management, Inc., a Delaware corporation, is the investment manager for SIG Asia In-vestment, LLLP pursuant to an investment management agreement and, as such, has discretionary authority to vote and dispose of the shares held by SIG Global China Fund I, LLLP. Arthur Dantchik, in his capacity as president of SIG Asia Investment, LLLP and vice president of Heights Capital Management, Inc. may also be deemed to have investment discretion over the shares held by SIG Global China Fund I, LLLP. Mr. Dantchik disclaims any such investment discretion or beneficial ownership with respect to these shares. The registered address of SIG Global China Fund I, LLLP is 251 Little Falls Drive, Wilmington, DE 19808. |
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| 39 | Represents 16,689,642 Webull Class A Ordinary Shares held by Tianjin Jinmi Investment Partnership (Limited Partnership). The general partner and investment manager of Tianjin Jinmi Investment Partnership (Limited Partnership) is Tianjin Jinxing Venture Investment Co., Ltd., a consolidated affiliated entity of Xiaomi Corporation, a corporation publicly held and traded on the Hong Kong Stock Exchange (stock code: 01810). Jun Lei has the majority voting power in Xiaomi Corporation and is deemed to beneficially own our shares held by Xiaomi Corporation. The registered office of Tianjin Jinmi Investment Partnership (Limited Partnership) is Room 904, Huaying Building, Center Avenue, Tianjin Pilot Free Trade Zone (Airport Economic Zone), Tianjin, China. |
| 40 | Represents 21,303,692 Webull Class A Ordinary Shares held by Tianjin Zhiying Enterprise Management Partnership (Limited Partnership) following the consummation of the Business Combination as an Existing Webull Shareholder. The general partner of Tianjin Zhiying Enterprise Management Partnership (Limited Partnership) is Lhasa Economic Technology Development Zone Shunwei Capital Start-up Investment Partnership (Limited Partnership), whose general partner is Lhasa Economic Technology Development Zone Shunwei Capital Investment Consulting Co., Ltd. Mr. Jun Lei has controlling power over Lhasa Economic Technology Development Zone Shunwei Capital Investment Consulting Co., Ltd. The registered address of Tianjin Zhiying Enterprise Management Partnership (Limited Partnership) is 1725-Binhai China Central Place, Tianjin Pilot Free Trade Zone (Central Business District), Tianjin, China. |
| 41 | Represents 16,124 Webull Class A Ordinary Shares held by TQ Master Fund LP pursuant to Non-Redemption Agreements. The Quarry LP, the investment adviser of TQ Master Fund LP, is controlled by its Founder and Chief Investment Officer Peter Bremberg, who, in such capacity has voting power and investment power with respect to the shares held by TQ Master Fund LP and therefore may be deemed to be the beneficial owner of such shares. The address of TQ Master Fund LP is c/o The Quarry LP, 331 Park Avenue South, 3rd Floor, New York, NY 10010. |
| 42 | Represents (i) (a) 47,475 Webull Class A Ordinary Shares held by Walleye Investments Fund LLC pursuant to Non-Redemption Agreements and (b) 269,025 Webull Class A Ordinary Shares held by Walleye Investments Fund LLC pursuant to open market purchases, (ii) (a) 77,775 Webull Class A Ordinary Shares held by Walleye Opportunities Master Fund Ltd pursuant to Non-Redemption Agreements and (b) 440,725 Webull Class A Ordinary Shares held by Walleye Opportunities Master Fund Ltd pursuant to open market purchases and (iii) (a) 9,750 Webull Class A Ordinary Shares held by Sea Hawk Multi-Strategy Master Fund Ltd pursuant to Non-Redemption Agreements and (b) 65,000 Webull Class A Ordinary Shares held by Sea Hawk Multi-Strategy Master Fund Ltd assuming the exercise of 65,000 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus). Walleye Investments Fund LLC, Walleye Opportunities Master Fund Ltd, Sea Hawk Multi- Strategy Master Fund Ltd. (collectively, the “Walleye Entities”) are private investment funds managed by Walleye Capital LLC. William England is the Chief Executive Officer of Walleye Capital LLC. As a result, Walleye Capital LLC and Mr. England may be deemed to have shared voting and dispositive power with respect to the shared held by the Walleye Entities. The address for Walleye Capital LLC and U.S. address for the Walleye Entities is 2800 Niagara Lane N, Plymouth MN 55447. |
| 43 | Represents 82,988,016 Webull Class A Ordinary Shares assuming the conversion of 82,988,016 Webull Class B Ordinary Shares, which are held by Water Castle Az Inc., whose voting power is fully retained by Pozijie Inc., a British Virgin Islands company wholly-owned by Mr. Anquan Wang. The registered office address of Water Castle Az Inc. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. |
| 44 | Represents 11,466,481 Webull Class A Ordinary Shares held of record by Webull Partners Limited and which are beneficially held by certain directors and officers of Webull, including Anthony Denier, H.C. Wang, Benjamin James and Shen Lu. |
| 45 | Represents 50,000 Webull Class A Ordianry Shares held by Aqua Pursuit International Limited (“Aqua Pursuit”) pursuant to a subscription agreement in satisfaction of certain of the fees and expenses incurred by Aqua Prsuit. Mr. Zhihai Mao has voting and investment control over the shares held by Aqua Pursuit as director of Aqua Pursuit. The business address of the entities and individual listed above is 2F, Building #1, Shiyuyuan, Haidian District, Beijing, China 100097. |
| 46 | Represents 50,000 Webull Class A Ordianry Shares held by Wilson Sonsini Goodrich & Rosati, P.C. (“WSGR”) pursuant to a subscription agreement in satisfaction of certain of the fees and expenses incurred by WSGR. WSGR has provided legal services to Auxo since 2023. Certain members of, and investment partnerships comprised of members of, WSGR received Webull Class A Ordinary Shares in connection with the Closing. The business address of WSGR is 650 Page Mill Rd, Palo Alto, CA 94304. |
| 47 | Any Webull Class A Ordinary Shares issuable upon exercise of any of the 20,000,000 Incentive Warrants issued to certain Existing Webull Shareholders in connection with the closing of the Business Combination and that are covered by this prospectus are also registered for resale hereunder. |
Material Relationships with Selling Securityholders
See the section entitled “Material Contracts and Certain Relationships and Related Party Transactions.”
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PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the Selling Securityholders of up to (a) 147,445,012 Webull Class A Ordinary Shares, (b) 6,792,000 Webull Private Warrants held by Auxo and purchased by Auxo at $1.00 per warrant from SKGR prior to the assumption of such warrants by Webull in connection with the Business Combination, and (c) 20,000,000 Webull Incentive Warrants issued for no consideration in connection with the Business Combination to certain Existing Webull Shareholders. The Webull Class A Ordinary Shares described in clause (a) of the prior sentence include (i) 101,752,608 Webull Class A Ordinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination and which represent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) up to 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares, which are held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination and which represent merger consideration with an implicit pro forma value of $10.00 per share, (iii) 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares that were initially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued to Auxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Shares that were issued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) 1,429,686 Webull Class A Ordinary Shares that were issued to certain investors party to Non-Redemption Agreements and Additional Non-Redemption Agreements in connection with the consummation of the Business Combination upon conversion of SKGR Class B Ordinary Shares transferred to such investors by Auxo for no consideration, (vi) 25,000 Webull Class A Ordinary Shares issued to J.V.B. Financial Group, LLC, acting through CCM, upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valuing such shares at $10.00 per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, and (viii) 20,000,000 Webull Class A Ordinary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 Webull Incentive Warrants that were issued to them in connection with the Business Combination.
This prospectus also relates to the issuance and sale by us of up to (i) 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants exercisable at $11.50 per share (subject to adjustment), including 6,792,000 Webull Private Warrants held by Auxo and which may be exercised on a cashless basis or at $11.50 per share (subject to adjustment), and (ii) 20,913,089 Webull Class A Ordinary Shares underlying Webull Incentive Warrants that are initially exercisable at $10.00 per share (subject to adjustment) by certain Existing Webull Shareholders and by holders of SKGR Class A Ordinary Shares that did not redeem such shares in connection with the Business Combination.
The prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or similar transactions. We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registration rights that we have granted to certain of our shareholders in connection with the Business Combination and pursuant to the requirements of the Warrant Assignment Agreement and the Incentive Warrant Agreement, respectively.
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We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following the effective date of the registration statement of which this prospectus forms a part. Moreover, the securities offered for resale represent a substantial percentage of our total issued and outstanding securities and our public float (95.6% of the SKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO exercised their right to redeem in connection with, or prior to, the Business Combination). In fact, the 127,445,012 Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6% of the issued and outstanding Webull Incentive Warrants. The sale of all the securities being offered in this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our securities and could impair our ability to raise capital through the sale of additional securities. Despite a potential decline in the public trading price of our securities, the Selling Securityholders may still experience a positive rate of return on the securities they purchased and may have an incentive to sell due to the differences in the purchase prices described above and the public trading price of our securities. Our public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the current trading price. As described in more details above, some of the Selling Securityholders purchased or received their securities at prices considerably below the current market prices. For instance, (A) based on the $15.45 closing price of the Webull Class A Ordinary Shares on April 28, 2025, upon the sale of the Webull Class A Ordinary Shares, (i) the Existing Webull Shareholders may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold, (ii) Mr. Anquan Wang may experience a potential profit of approximately $5.45 per Webull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares, (iii) the Initial SKGR Shareholders may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold upon conversion of their SKGR Class B Ordinary Shares, (iv) Auxo may experience a potential profit of approximately $5.45 per share it received upon conversion of its convertible loans, (v) the investors party to the Non-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements may experience a potential profit of approximately $15.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo for no consideration, (vi) CCM may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they hold following conversion of the SKGR Class B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR, and (vii) the service providers receiving Webull Class A Ordinary Shares in satisfaction for certain of their fees and expenses may experience a potential profit of approximately $5.45 per Webull Class A Ordinary Share they sell; (B) based on the $2.06 closing price of the Webull Warrants on April 28, 2025, Auxo may experience a potential profit of approximately $1.06 per Webull Private Warrant they sell; and (C) based on the $3.21 closing price of the Webull Incentive Warrants on April 28, 2025, the Existing Webull Shareholders may experience a potential profit of approximately $3.21 per Webull Incentive Warrant they sell. The frequency of such sales could also cause the market price of our securities to decline or increase the volatility in the market price of our securities. Immediately following the consummation of the Business Combination, 455,599,003 Webull Ordinary Shares (including 82,988,016 Webull Class B Ordinary Shares) were held by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement. However, certain lock-up restrictions entered into in connection with the Business Combination will expire thirty days after the Closing Date (with respect to the Webull Private Warrants held by Auxo), one year after the Closing Date (with respect to the Webull Ordinary Shares held by the Initial SKGR Shareholders and certain non-redemption agreement investors) and one hundred eighty days after the Closing Date (with respect to Webull Ordinary Shares held by Existing Webull Shareholders). The lock-up restrictions described in the foregoing are subject to specified exceptions that may result in earlier transfers or releases of such securities. For instance, the release of Webull Class A Ordinary Shares from the transfer restrictions may occur if the Webull Class A Ordinary Shares trade above $12.00 (as the Webull Class A Ordinary shares do as of the date of this prospectus) for twenty (20) trading days within a thirty (30)-trading day period. The Webull Incentive Warrants held by the Existing Webull Shareholders and the Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses are not subject to any contractual transfer restrictions. For more information on securities eligible for future sale, including alternative resale options that the selling securityholders named herein may have in addition to resales covered by this prospectus, see the section entitled “Securities Eligible For Future Sale” and “Risk Factors” in this prospectus.
The Selling Securityholders may offer any, all or none of the securities described in the foregoing for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The resale of these securities is being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means permitted pursuant to applicable law, as described in more details in the section entitled “Plan of Distribution” herein. We are also registering the resale of these securities by the Selling Securityholders, or their donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. The Initial SKGR Shareholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell. Further, in connection with any sales of securities offered hereunder, the other Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may also be deemed to be “underwriters” within the meaning of the Securities Act. Commissions received by these broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting discount under the Securities Act. To the extent that broker-dealers are used in the resale of the securities offered under this prospectus, any such broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until Webull sets forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus forms a part. Any Selling Securityholder that is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us and the Selling Securityholders (similarly to the indemnity agreement between us and the Initial SKGR Shareholders that is described further below), to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.
We will not receive any proceeds from the sale of the securities by the Selling Securityholders, except with respect to amounts received by Webull upon exercise of the Webull Warrants (to the extent the Webull Private Warrants are exercised for cash) and the Webull Incentive Warrants. We believe that the likelihood that the holders of Webull Warrants and Webull Incentive Warrants will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of the Webull Class A Ordinary Shares. When the market price for the Webull Class A Ordinary Shares is less than $11.50 per share with respect to the Webull Warrants or less than $10.00 per share with respect to the Incentive Warrants, such warrants would be “out of the money” and it would be unlikely that such holders exercise their warrants. However, as of the date of this prospectus, the market price for the Webull Class A Ordinary Shares is above $11.50, which makes an exercise of the Webull Warrants or the Webull Incentive Warrants more likely.
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Sales of the securities offered hereby may be effected by the Selling Securityholders from time to time in one or more types of transactions (which may include block transactions) on Nasdaq (or any other national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale) at prevailing market prices, as well as any of the following methods:
| ● | an over-the-counter distribution in accordance with the rules of the applicable exchange; |
| ● | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
| ● | through one or more underwritten offerings on a firm commitment or best efforts basis; |
| ● | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share and/or warrant; |
| ● | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
| ● | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | in an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | through the distribution by any Selling Securityholder to its employees, partners (including limited partners), members or stockholders; |
| ● | whereby broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share; |
| ● | settlement of short sales entered into after the date of this prospectus; |
| ● | through delayed delivery requirements; |
| ● | by pledge to secured debts and other obligations; |
| ● | through a combination of any of the above methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
In addition, a Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradable shares of Class A Common Stock pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
Such transactions may or may not involve brokers or dealers. In effecting sales, brokers or dealers engaged by the Selling Securityholder may arrange for other brokers or dealers to participate. Broker-dealer transactions may include purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus, ordinary brokerage transactions, transactions in which the broker-dealer solicits purchasers, or block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders and/or the purchasers of the securities offered hereby for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). Any broker-dealers participating in the distribution of the securities covered by this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by any of those broker-dealers may be deemed to be underwriting commissions under the Securities Act (it being understood that the Selling Securityholders, unless otherwise specified herein, shall not be deemed to be underwriters solely as a result of their participation in this offering). To our knowledge, the Selling Securityholders have not entered into any agreements, understandings or arrangements with any broker-dealers regarding the sale of the securities covered by this prospectus.
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There can be no assurance that the Selling Securityholders will sell all or any of the securities offered by this prospectus. In addition, the Selling Securityholders may also sell securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus.
The Selling Securityholders have the sole and absolute discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any particular time.
A Selling Securityholder that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution.
The Selling Securityholders also may transfer the securities in other circumstances, in which case the donees, pledgees, transferees or other successors-in-interest (as a gift, pledge, partnership distribution or other non-sale related transfer) that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, will be the selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Securityholder that such a donee, pledgee, transferee or successor intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus or a post-effective amendment to the registration statement of which this prospectus is a part to name specifically such person as a Selling Securityholder.
Upon our being notified by any Selling Securityholder that any material arrangement has been entered into with a broker-dealer for the sale of securities offered hereby through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing:
| ● | the name of the participating broker-dealer(s); |
| ● | the specific securities involved; |
| ● | the initial price at which such securities are to be sold; |
| ● | the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable; and |
| ● | other facts material to the transaction. |
The Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities offered hereby or of securities convertible into or exchangeable for such securities in the course of hedging positions they assume with the Selling Securityholders. The Selling Securityholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealers or other financial institutions of the securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as amended or supplemented to reflect such transaction).
In order to facilitate the offering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.
The Selling Securityholders may solicit offers to purchase the securities directly from, and they may sell such securities directly to, institutional investors or others. In this case, no underwriters or agents would be involved. The terms of any of those sales, including the terms of any bidding or auction process, if utilized, will be described in the applicable prospectus supplement.
It is possible that one or more underwriters may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities.
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The Selling Securityholders may authorize underwriters, broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we or the Selling Securityholders pay for solicitation of these contracts. A Selling Securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).
In addition, any Selling Securityholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. In effecting sales, broker-dealers or agents engaged by the Selling Securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders in amounts to be negotiated immediately prior to the sale.
To the extent required, we will use our best efforts to file one or more supplements to this prospectus to describe any material information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such information.
In compliance with the guidelines of the FINRA, we expect that the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering pursuant to this prospectus and any applicable prospectus supplement.
We have agreed to indemnify certain of the Selling Securityholders, including the Initial SKGR Shareholders that are each deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell, against certain liabilities, including liabilities under the Securities Act. Such Selling Securityholders have also agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act. Selling Securityholders may also indemnify any broker or underwriter that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act. More specifically, on December 5, 2024, Webull entered into an indemnity letter agreement with the Initial SKGR Shareholders that are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to the Webull Class A Ordinary Shares they may sell (the “Indemnity Letter Agreement”). The Indemnity Letter Agreement provides that, among other things, Webull shall indemnify, to the extent permitted by law, the Initial SKGR Shareholders against losses resulting from or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, any issuer free writing prospectus, any information of Webull that it has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any written communication (within the meaning of Rule 405 under the Securities Act) with investors, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. In connection with the registration statement in which an Initial SKGR Shareholder is participating, such Initial SKGR Shareholder shall furnish to Webull in writing the SPAC Insider Information (as defined in the Indemnity Letter Agreement) and to the extent permitted by law, shall indemnify Webull against losses resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, any issuer free writing prospectus, any Webull information that Webull has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any written communication with investor, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such untrue statement or alleged untrue statement or omission or alleged omission of a material fact are made in reliance upon any information or affidavit furnished in writing by such Initial SKGR Shareholder expressly for use therein.
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The Webull Articles include certain transfer restrictions applicable to the Existing Webull Shareholders. Pursuant to the Auxo Support Agreement and the Webull Articles, (i) the Initial SKGR Shareholders and certain non-redemption agreement investors and (ii) the Existing Webull Shareholders, respectively, are restricted, subject to certain exceptions, from selling any of their Webull Class A Ordinary Shares for one year after the consummation of the Business Combination, in the case of the Initial SKGR Shareholders and certain non-redemption agreement investors, and for 180 days after the consummation of the Business Combination in the case of the Existing Webull Shareholders. The Auxo Support Agreement permits a release of the Webull Class A Ordinary Shares subject to lock-up if after the Closing Date, the closing price of the Webull Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days (as defined in the Auxo Support Agreement) within a thirty (30)-Trading Day period commencing at least one hundred and fifty (150) days after the Closing Date. 25% of the shares held by the Initial SKGR Shareholders were released from the Auxo Support Agreement lock-up immediately as of the Closing Date, as provided by the Auxo Support Agreement, in order to satisfy, reduce or defray any actual or potential taxes imposed (or in the Initial SKGR Shareholders’ reasonable judgment expected to be imposed) on the Initial SKGR Shareholders or their affiliates as a result of the Business Combination potentially not qualifying for the Intended Tax Treatment (as defined in the Auxo Support Agreement). The Webull Private Warrants are subject to a 30-day lock-up following the Closing Date pursuant to the Auxo Support Agreement.
The Webull Articles also provide that a majority of the directors of Webull then in office or a duly authorized committee of the Webull board of directors may release the Webull Class A Ordinary Shares held by the Existing Webull Shareholders from the lock-up included in the Webull Articles. Further, the Webull Articles provide that following the date on which the closing price of the Webull Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days (as defined in the Webull Articles) within a thirty (30)-Trading Day period, Webull may, at its discretion, release up to twenty-five percent (25%) of the shares held by an Existing Webull Shareholder (determined as of the date immediately before the date of such determination) from the transfer restrictions included in the Webull Articles; provided that if Webull releases any of the shares subject to lock-up, the same percentage of lock-up shares held by other Existing Webull Shareholders as the percentage of the shares subject to lock-up that are subject to the release shall be deemed to have also been simultaneously released; provided further that the foregoing shall not apply to any shares held by a Water Castle Az Inc., NotNull Inc., Webull Partners Limited (which are the record holders of certain shares held by certain of Webull’s directors and officers) and any other person to whom any such person may transfer any shares subject to lock-up. The foregoing descriptions of the Webull Articles and the Auxo Support Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms of the Webull Articles and the Auxo Support Agreement.
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SECURITIES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of Webull Class A Ordinary Shares, Webull Warrants or Webull Incentive Warrants in the public market could adversely affect market prices prevailing from time to time for such securities. Furthermore, because only a limited number of Webull Class A Ordinary Shares, Webull Warrants and Webull Incentive Warrants are currently available for sale after the closing of our Business Combination due to contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of Webull Class A Ordinary Shares, Webull Warrants and Webull Incentive Warrants in the public market after the restrictions lapse. This may adversely affect the prevailing market prices of our securities and our ability to raise equity capital in the future.
As of the date of this prospectus, Webull had (i) 378,563,226 Webull Class A Ordinary Shares and 82,988,016 Webull Class B Ordinary Shares issued and outstanding, and (ii) 17,271,990 Webull Warrants and 20,913,089 Incentive Warrants issued and outstanding. Webull also has 44,400,984 Webull Class A Ordinary Shares reserved for issuance pursuant to its Global Plan. Immediately following the consummation of the Business Combination, 455,599,003 Webull Ordinary Shares (including 82,988,016 Webull Class B Ordinary Shares) were held by the Existing Webull Shareholders and were subject to the transfer restrictions in the Webull Articles and 3,892,884 Webull Ordinary Shares were held by the Initial SKGR Shareholders and certain non-redemption agreement investors and were subject to the transfer restrictions in the Auxo Support Agreement. The Webull Incentive Warrants are not subject to any contractual transfer restrictions and the Webull Private Warrants are subject to a lock-up for 30 days following the Closing Date. The Webull Class A Ordinary Shares received by CCM or by certain of our service providers in settlement of certain of their fees and expenses are also not subject to any contractual transfer restrictions. For more information on the lock-up restrictions and exceptions thereto, see below under “—Lock-up Agreements.” The registration statement of which this prospectus forms a part only registers for resale a portion of the shares held by the Existing Webull Shareholders. The number of shares registered for resale include 25% of the shares that may be released from the transfer restrictions under a provision of the Webull Articles, 25% of the Webull Class B Ordinary Shares beneficially held by our founder, Anquan Wang and held of record by Water Castle Az Inc., all of the Webull Class A Ordinary Shares held by Webull Partners Limited (which is the record holder of certain Webull Class A Ordinary Shares beneficially held by certain of Webull’s directors and officers) and all of the shares held by the Initial SKGR Shareholders and the investors party to the Non-Redemption Agreements and Additional Non-Redemption Agreements. The 127,445,012 Webull Ordinary Shares offered for resale pursuant to this prospectus represent approximately 27.6% of the Webull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull Class A Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the 20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resale pursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the 20,000,000 Webull Incentive Warrants offered for resale pursuant to this prospectus represent approximately 95.6% of the issued and outstanding Webull Incentive Warrants.
Of the 378,563,226 Webull Class A Ordinary Shares issued and outstanding as of the date of this prospectus, 376,779,021 Webull Class A Ordinary Shares are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 under the Securities Act. Following the expiration of the lock-up on such shares pursuant to the Webull Articles or the Auxo Support Agreement, 106,698,008 Webull Ordinary Shares covered by this prospectus will be transferable without any restrictions as long as the registration statement of which this prospectus forms a part remains effective or an exemption from registration under Rules 144 under the Securities Act is available. Once the transfer restrictions in the Webull Articles expire with respect to such shares, the balance of the Webull Class A Ordinary Shares that are not covered by this prospectus may be registered for resale in a subsequent registration statement or may be sold subject to availability of Rule 144 after this offering.
The 82,988,016 Webull Class B Ordinary Shares issued and outstanding as of the date of this prospectus are “restricted securities,” as that phrase is defined in Rule 144, and are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 under the Securities Act. Upon conversion of the 20,747,004 Webull Class B Ordinary Shares into 20,747,004 Webull Class A Ordinary Shares covered by this prospectus into Webull Class A Ordinary Shares and following the expiration of the lock-up pursuant to the Webull Articles on such shares, such Webull Ordinary Shares will be transferable without any restrictions as long as the registration statement of which this prospectus forms a part remains effective or an exemption from registration under Rules 144 under the Securities Act is available. Once the transfer restrictions in the Webull Articles expire with respect to such shares, the balance of the Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares and that are not covered by this prospectus may be registered for resale in a subsequent registration statement or may be sold subject to availability of Rule 144 after this offering.
Of the 17,271,990 Webull Warrants, (i) 6,792,000 are Webull Private Warrants held by Auxo and are subject to a lock-up pursuant to the Auxo Support Agreement that will expire 30 days after the Closing Date, or May 10, 2025 (for more information, see below under “—Lock-up Agreement”), and (ii) 10,479,990 are Webull Public Warrants that are currently transferable without any restrictions, except for any Webull Warrants purchased by one of our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The Webull Private Warrants are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 under the Securities Act. Once the 30 day lockup with respect to the Webull Private Warrants expires and as long as the registration statement of which this prospectus forms a part remains effective or an exemption from registration under Rules 144 under the Securities Act is available, the Webull Private Warrants (or any Webull Public Warrants into which the Webull Private Warrants will convert once they cease to be held by Auxo or any of its permitted transferees) will be transferable without restrictions. As long as the registration statement of which this prospectus forms a part remains effective, or an exemption from registration under Rules 144 under the Securities Act is available if any of shares issued upon exercise of Webull Warrants are held by an “affiliate,” as that term is defined in Rule 144 under the Securities Act, any Webull Class A Ordinary Shares issuable upon exercise of Webull Warrants will be freely transferable.
Of the 20,913,089 Incentive Warrants, there are currently 913,089 Incentive Warrants that are freely transferable without restrictions (except for any Webull Incentive Warrants purchased by one of our “affiliates,” as that term is defined in Rule 144 under the Securities Act) and 20,000,000 Incentive Warrants held by certain Existing Webull Shareholders that are “restricted securities,” as that phrase is defined in Rule 144, and are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 under the Securities Act. Such 20,000,000 Incentive Warrants will be transferable without any restrictions as long as the registration statement of which this prospectus forms a part remains effective or an exemption from registration under Rules 144 under the Securities Act is available. As long as the registration statement of which this prospectus forms a part remains effective, or an exemption from registration under Rules 144 under the Securities Act is available if any of shares issued upon exercise of Webull Incentive Warrants are held by an “affiliate,” as that term is defined in Rule 144 under the Securities Act, any Webull Class A Ordinary Shares issuable upon exercise of Webull Incentive Warrants will be freely transferable.
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Rule 144
In general, a person who has beneficially owned our securities that are restricted shares for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, the sale and (ii) we are subject to, and in compliance with certain of, the Exchange Act periodic reporting requirements for at least 90 days before the sale. If such person has beneficially owned such securities for at least one year, then the requirement in clause (ii) will not apply to the sale.
Persons who have beneficially owned our securities that are restricted shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:
| ● | 1% of the number of our Webull Class A Ordinary Shares, Webull Public Warrant or Webull Incentive Warrants (as applicable) then outstanding; or |
| ● | the average weekly trading volume of our Webull Class A Ordinary Shares, Webull Public Warrant or Webull Incentive Warrants (as applicable) on the Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale provided, in each case, that we are subject to, and in compliance with certain of, the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales must also comply with the manner of sale and notice provisions of Rule 144. |
Equity Incentive Plans
We expect to file a registration statement on Form S-8 under the Securities Act to register the Webull Class A Ordinary Shares reserved for issuance under our equity incentive plans. Webull currently has 44,400,984 Webull Class A Ordinary Shares reserved for issuance pursuant to its Global Plan. The Webull Class A Ordinary Shares to be covered by such registration statement are eligible for sale in the public markets, subject to vesting restrictions and any applicable holdings periods, any applicable lock-up agreements and Rule 144 limitations applicable to affiliates.
Lock-up Agreements
The Webull Articles include certain transfer restrictions applicable to the Existing Webull Shareholders. Pursuant to the Auxo Support Agreement and the Webull Articles, (i) the Initial SKGR Shareholders and certain non-redemption agreement investors and (ii) the Existing Webull Shareholders, respectively, are restricted, subject to certain exceptions, from selling any of their Webull Class A Ordinary Shares for one year after the consummation of the Business Combination, in the case of the Initial SKGR Shareholders and certain non-redemption agreement investors, and for 180 days after the consummation of the Business Combination in the case of the Existing Webull Shareholders. The Auxo Support Agreement permits a release of the Webull Class A Ordinary Shares subject to lock-up if after the Closing Date, the closing price of the Webull Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days (as defined in the Auxo Support Agreement) within a thirty (30)-Trading Day period commencing at least one hundred and fifty (150) days after the Closing Date. 25% of the shares held by the Initial SKGR Shareholders were released from the Auxo Support Agreement lock-up immediately as of the Closing Date, as provided by the Auxo Support Agreement, in order to satisfy, reduce or defray any actual or potential taxes imposed (or in the Initial SKGR Shareholders’ reasonable judgment expected to be imposed) on the Initial SKGR Shareholders or their affiliates as a result of the Business Combination potentially not qualifying for the Intended Tax Treatment (as defined in the Auxo Support Agreement). The Webull Private Warrants are subject to a 30-day lock-up following the Closing Date pursuant to the Auxo Support Agreement.
The Webull Articles also provide that a majority of the directors of Webull then in office or a duly authorized committee of the Webull board of directors may release the Webull Class A Ordinary Shares held by the Existing Webull Shareholders from the lock-up included in the Webull Articles. Further, the Webull Articles provide that following the date on which the closing price of the Webull Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days (as defined in the Webull Articles) within a thirty (30)-Trading Day period, Webull may, at its discretion, release up to twenty-five percent (25%) of the shares held by an Existing Webull Shareholder (determined as of the date immediately before the date of such determination) from the transfer restrictions included in the Webull Articles; provided that if Webull releases any of the shares subject to lock-up, the same percentage of lock-up shares held by other Existing Webull Shareholders as the percentage of the shares subject to lock-up that are subject to the release shall be deemed to have also been simultaneously released; provided further that the foregoing shall not apply to any shares held by a Water Castle Az Inc., NotNull Inc., Webull Partners Limited (which are the record holders of certain shares held by certain of Webull’s directors and officers) and any other person to whom any such person may transfer any shares subject to lock-up. The foregoing descriptions of the Webull Articles and the Auxo Support Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms of the Webull Articles and the Auxo Support Agreement.
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EXPENSES OF THE OFFERING
We estimate that our expenses in connection with this offering, other than underwriting discounts and commissions, will be as follows:
| Expenses | Amount | |||
| U.S. Securities and Exchange Commission registration fee | $ | 330,896.38 | ||
| Transfer agent fee | $ | * | ||
| Printing and engraving expenses | $ | 50,000.00 | * | |
| Legal fees and expenses | $ | * | ||
| Accounting fees and expenses | $ | * | ||
| Miscellaneous costs | $ | * | ||
| Total | $ | * | ||
| * | Estimated solely for purposes of this section. Actual expenses may vary. Some of these fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
We will bear all costs, expenses and fees in connection with the registration of the securities offered by this prospectus, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.
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LEGAL MATTERS
The validity of the Webull Class A Ordinary Shares offered in this prospectus shall be passed on by Ogier, as our counsel with respect to certain legal matters as to Cayman Islands law. The validity of the Webull Warrants and Webull Incentive Warrants shall be passed on by Kirkland & Ellis LLP, as our counsel with respect to certain legal matters as to U.S. law.
EXPERTS
The consolidated financial statements of Webull as of December 31, 2024 and 2023, and for each of the years in the three year period ended December 31, 2024 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The registered business address of KPMG LLP is 345 Park Avenue, New York, New York 10154.
The financial statements of SK Growth Opportunities Corporation as of December 31, 2023 and 2024 and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2023 and 2024, appearing in this prospectus, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of SK Growth Opportunities Corporation to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
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ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS
Webull is incorporated in the Cayman Islands as an exempted company with limited liability in order to enjoy the following benefits:
| ● | economic stability; |
| ● | an effective judicial system; |
| ● | a favorable tax system; |
| ● | the absence of exchange control or currency restrictions; and |
| ● | the availability of professional and support services. |
However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include but are not limited to:
| ● | the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and |
| ● | Cayman Islands companies may not have standing to sue before the federal courts of the United States. |
The memorandum and articles of association do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between Webull, its officers, directors and shareholders, be arbitrated.
Certain of Webull’s directors and executive officers reside outside the United States, and most of the assets of its non-U.S. subsidiaries are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States against Webull or those non-U.S. resident persons based on the civil liabilities or judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
Webull has been informed by Ogier, its counsel as to Cayman Islands law, that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against Webull or its directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against Webull or its directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States. Webull has also been advised by Ogier that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the liquidated sum for which such judgment has been given, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information superseded by information that is included directly in this prospectus.
We incorporate by reference the following documents or information that we have filed with the SEC:
| ● | our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 25, 2025; |
| ● | the description of our securities contained in Exhibit 2.6 of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 25, 2025, including any amendment or report filed for the purpose of updating such description; and |
| ● | Report on Form 6-K filed with the SEC on April 14, 2025. |
Our filings with the SEC, and exhibits incorporated in and amendments to those reports, are available free of charge on our website www.webullcorp.com as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The reference to our website is an inactive textual reference only and information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.
Upon written or oral request, we will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference into this prospectus but not delivered with this prospectus at no cost. If you would like a copy of any of these documents, at no cost, please write or call us at:
Webull Corporation
Attention: Benjamin James, General Counsel
200 Carillon Parkway
St. Petersburg, Florida 33716
Telephone: (917) 725-2448
Email: ir@webullcorp.com
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement (which may include amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We maintain a corporate website at www.webullcorp.com. The reference to our website is an inactive textual reference only and information contained therein or connected thereto are not incorporated into this prospectus or the registration statement of which it forms a part.
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INDEX TO FINANCIAL STATEMENTS
Webull Corporation
As permitted pursuant to General Instruction VI. of Form F-1, Webull is incorporating by reference its consolidated financial statements appearing in Webull’s Annual Report on Form 20-F for the year ended December 31, 2024 into this prospectus. For more information, also see above under “Incorporation By Reference” or “Where You Can Find More Information.”
SK Growth Acquisition Corporation
| Report of Independent Registered Public Accounting Firm | F-2 |
| Financial Statements: | |
| Balance Sheets | F-3 |
| Statements of Operations | F-4 |
| Statements of Changes in Shareholders’ Deficit | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
SK Growth Opportunities Corporation:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of SK Growth Opportunities Corporation (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 22, 2025 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2021.
New York, New York
March 27, 2025
PCAOB ID Number 100
F-2
SK GROWTH OPPORTUNITIES CORPORATION
BALANCE SHEETS
| December 31, 2024 | December 31, 2023 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Investments and cash held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Advances from Webull | ||||||||
| Sponsor Note | ||||||||
| Overfunding loan | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Overfunding loan | ||||||||
| Deferred underwriting and advisory fees | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares, $ | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
F-3
SK GROWTH OPPORTUNITIES CORPORATION
STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Fair value of shares issued pursuant to non-redemption agreement | ( | ) | ||||||
| Income from investments held in Trust Account | ||||||||
| Total other income, net | ||||||||
| Net income | $ | $ | ||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares | ||||||||
| Basic and diluted net income per share, Class A ordinary shares | $ | $ | ||||||
| Basic weighted average shares outstanding, Class B ordinary shares | ||||||||
| Basic net income per share, Class B ordinary shares | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
SK GROWTH OPPORTUNITIES CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance-December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | - | ( | ) | ( | ) | ( | ) | |||||||||||||
| Fair value of shares issued pursuant to non-redemption agreement | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance-December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Accretion for Class A ordinary shares to redemption amount | - | ( | ) | ( | ) | |||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance-December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
SK GROWTH OPPORTUNITIES CORPORATION
STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Fair value of shares issued pursuant to non-redemption agreement | ||||||||
| General and administrative expenses paid by related party under promissory note | ||||||||
| Income from investments held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Advances from Webull | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Cash deposited in Trust Account | ( | ) | ||||||
| Cash withdrawn for redemptions | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from promissory note | ||||||||
| Redemptions of common shares | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in cash | ( | ) | ||||||
| Cash-beginning of the year | ||||||||
| Cash-end of the year | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
F-6
SK GROWTH OPPORTUNITIES CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
Note 1—Description of Organization, Business Operations, Liquidity and Basis of Presentation
SK Growth Opportunities Corporation (the “Company”) is a blank check company incorporated in Cayman Islands on December 8, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of December 31, 2024, the Company had not commenced any operations. All activity for the period from December 8, 2021 (inception) through December 31, 2024, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, its search for a Business Combination (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds held in the Trust Account (as defined below).
The Company’s sponsor is Auxo Capital Managers LLC, a Delaware
limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was
declared effective on June 23, 2022. On June 28, 2022, the Company consummated its Initial Public Offering of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of
In addition, upon the consummation of the Initial
Public Offering on June 28, 2022, the Sponsor provided the Company with the First Overfunding Loan (as defined in Note 4) in the
amount of $
Upon the closing of the Initial Public Offering
and the Partial Over-Allotment Exercise, approximately $
F-7
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering, the sale of Private Placement Warrants and
the proceeds from the Overfunding Loan, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of
at least
The Company will provide the holders of the Company’s
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $
The Public Shares are recognized at redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
The Articles of Association provides that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of
On December 27, 2023, the Company held an extraordinary general
meeting (the “First Extension Meeting”) to (i) amend the Company’s amended and restated memorandum and articles
of association (the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a
business combination from December 28, 2023 to September 30, 2024 (or March 31, 2025) as the Company’s board of directors
(the “Board”) may approve in accordance with the Memorandum and Articles of Association (such amendment, the “First
Articles Amendment” and such proposal, the “First Extension Amendment Proposal”), (ii) amend the Investment Management
Trust Agreement, dated June 23, 2022, by and between the Company and Continental, to extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial business combination, from December 28, 2023 to September 30,
2024 (or March 31, 2025) as the Board may approve (the “First Trust Amendment Proposal”). The First Extension Amendment Proposal
and the First Trust Amendment Proposal were approved. In connection with the vote to approve the First Articles Amendment, the holders
of
F-8
On September 27, 2024, the Company held an extraordinary general
meeting (the “Second Extension Meeting”) to (i) amend the Memorandum and Articles of Association to extend the date by
which the Company has to consummate a business combination from September 30, 2024 to March 31, 2025 (such amendment, the “Second
Articles Amendment” and such proposal, the “Second Extension Amendment Proposal”), (ii) amend the Investment Management
Trust Agreement, dated June 23, 2022 and amended on December 27, 2023, by and between the Company and Continental, to extend the
date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from September 30,
2024 to March 31, 2025 (the “Second Trust Amendment Proposal”). The Sponsor has agreed that if the Second Extension Amendment
Proposal is approved and implemented, it or its designee will contribute to the Company, as a loan, $
On March 12, 2025, the Company filed a definitive proxy statement (the “Third Extension Proxy Statement”) for an extraordinary general meeting (the “Third Extension Meeting”) scheduled to be held on March 28, 2025, at 11:00 a.m. Eastern Time to (i) amend the Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination from March 31, 2025 to June 22, 2025, or such earlier date as the Company’s board of directors may approve in accordance with the Memorandum and Articles of Association (such proposal, the “Third Extension Amendment Proposal”), and (ii) amend the Investment Management Trust Agreement, dated June 23, 2022, as amended on December 27, 2023 and September 27, 2024, by and between Continental and the company, to extend the date on which Continental must liquidate the trust account if the Company has not completed its initial business combination, from March 31, 2025 to June 22, 2025, or such earlier date as our board of directors may approve (the “Third Trust Amendment Proposal”).
If the Company is unable to consummate an initial Business Combination
prior to March 31, 2025, in the event that the Third Extension Amendment Proposal and the Third Trust Amendment Proposal are not approved
at the Third Extension Meeting, or June 22, 2025, in the event that the Third Extension Amendment Proposal and the Third Trust Amendment
Proposal are approved at the Third Extension Meeting (or such earlier date as our board of directors may approve in accordance with the
amended and restated memorandum and articles of association) to consummate our initial business combination (the “Combination Deadline”),
the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $
The initial shareholders agreed to waive their rights to liquidating
distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination prior
to the Combination Deadline. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they
will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination prior to the Combination Deadline. The underwriter agreed to waive its rights to the deferred underwriting commission
(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination prior to the Combination Deadline
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $
F-9
Going Concern Consideration
As of December 31, 2024, the Company had $
The Company’s liquidity needs prior to
the consummation of the Initial Public Offering were satisfied through the payment of $
On October 30, 2023, the Sponsor loaned the Company
$
On March 1, 2024, the Company issued an unsecured
convertible promissory note in the total principal amount of up to $
On September 27, 2024, the Company issued an
unsecured convertible promissory note in the total principal amount of up to $
As of December 31, 2024 and 2023, the Company
has $
On June 28, 2022, in connection with the closing of the Initial
Public Offering, the Sponsor loaned the Company $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until the Combination Deadline to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company.
Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful prior to the Combination Deadline. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-10
Risks and Uncertainties
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The Russia-Ukraine conflict and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Note 2—Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-11
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents as of December 31, 2024 and 2023.
Investments and Cash Held in the Trust Account
The Company’s portfolio of investments is comprised of U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of
F-12
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For freestanding derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.
The Company evaluates embedded conversion features within convertible debt instruments to determine whether the embedded conversion and other features should be bifurcated from the debt host instrument and accounted for as a derivative in accordance with ASC 815.
The Company accounted for the warrants issued in the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in ASC 815. Application of such guidance provides that the warrants are not precluded from equity classification. The warrants were initially measured at fair value. Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
The Partial Over-allotment option was recognized as a derivative liability
in accordance with ASC 815. Accordingly, the Company recognized the instrument as a liability at fair value and adjusted the instrument
to fair value at each reporting period. On August 9, 2022, following the expiration of the remaining Over-Allotment Option, the Sponsor
surrendered and forfeited
The Non-Redemption Agreements were recognized as a derivative instrument in accordance with ASC 815. The Non-Redemption Agreements represent a right to receive shares in the future contingent upon the consummation of a business combination. Accordingly, any issuance of equity or the right to issue equity will be recorded as an equity transaction and classified as additional paid-in capital and an expense to the company in connection to the non-redeemed shares. The right to receive shares should be fair valued at inception and expensed in the period the agreement was entered into. As a result, the equity classification conclusion will not be remeasured to fair value at each reporting period.
F-13
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting and advisory fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to
possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any)
are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including
Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain
future events. Accordingly, as of December 31, 2024 and 2023,
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
As of December 31, 2024 and 2023, the amount of Class A ordinary shares subject to possible redemption reflected on the balance sheets is reconciled in the following table:
| Class A ordinary shares subject to possible redemption, December 31, 2022 | ||||
| Less: | ||||
| Redemptions | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, December 31, 2023 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Less: | ||||
| Redemptions | ( | ) | ||
| Class A ordinary shares subject to possible redemption, December 31, 2024 | $ |
F-14
Net Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares.
Net income per ordinary share is computed by dividing
net income by the weighted-average number of ordinary shares outstanding during the periods. Remeasurement associated with the redeemable
Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. Therefore,
the net income per ordinary share calculation allocates income shared pro rata between Class A and Class B ordinary shares.
The Company has not considered the effect of the exercise of the Public Warrants and Private Placement Warrants to purchase an aggregate
of
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
| For the Years Ended December 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net income per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted average ordinary shares outstanding-basic | ||||||||||||||||
| Weighted average ordinary shares outstanding-diluted | ||||||||||||||||
| Net income per ordinary share-basic | $ | $ | $ | $ | ||||||||||||
| Net income per ordinary share-diluted | $ | $ | $ | $ | ||||||||||||
Stock Compensation
The Company accounts for stock-based compensation expense in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred.
Income Taxes
Income Taxes FASB ASC Topic 740, “Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2024 and 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with the Cayman Islands’ income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
F-15
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 31, 2024.
Note 3—Initial Public Offering
On June 28, 2022, the Company consummated
its Initial Public Offering of
The underwriter was granted the Over-Allotment Option to purchase
up to
Each Unit consists of
Note 4—Related Party Transactions
Founder Shares
On December 9, 2021, the sponsor purchased
The initial shareholders, and the executive officers
and directors of the Company, agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one
year after the completion of the initial Business Combination; and (ii) subsequent to the initial Business Combination (x) the
date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property or (y) if the closing price
of Class A ordinary shares equals or exceeds $
In February and March 2022, the Sponsor transferred
an aggregate of
F-16
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of
Substantially concurrently with the closing of
the Partial Over-Allotment Exercise, the Company completed the Additional Private Placement of
A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination prior to the Combination Deadline, the Private Placement Warrants will expire worthless. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.
Related Party Loans
Promissory Note to Sponsor
The Sponsor agreed to loan the Company up to $
Overfunding Loans
On June 28, 2022, in connection with the
closing of the Initial Public Offering, the Sponsor loaned the Company $
Working Capital Loans
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital
Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
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Promissory Notes
On October 30, 2023, the Sponsor loaned the Company
$
On March 1, 2024, the Company issued an unsecured
convertible promissory note in the total principal amount of up to $
On September 27, 2024, the Company issued an unsecured
convertible promissory note in the total principal amount of up to $
In the event that the Company does not consummate an initial business combination, the promissory note will be repaid solely to the extent that the Company has funds available to it, if any, outside of its trust account established in connection with its initial public offering of its securities. The proceeds of the promissory note will be used to fund ongoing operating expenses of the Company.
As of December 31, 2024 and 2023, the Company
had $
Extension Loans
In order to extend the time available for the
Company to consummate its initial Business Combination by an additional three months each time, the Sponsor or its affiliates or
designees may provide an Extension Loan to the Company to provide funds to deposit into the Trust Account an additional amount of $
Such Extension Loans may be converted into warrants
upon the consummation of the initial business combination, at a price of $
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Administrative Services Agreement
On June 23, 2022, the Company entered into
an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay such affiliate a total of $
In addition, the Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.
Note 5—Commitments and Contingencies
Shareholder and Registration Rights
Pursuant to a registration and shareholder rights agreement entered into on June 23, 2022, the holders of Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans and Extension Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and Extension Loans), have registration rights to require the Company to register a sale of any of the securities held by them. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting and Advisory Agreement
The underwriter was entitled to an underwriting
discount of $
The Company also engaged Cohen & Company
Capital Markets (“CCM”) to provide consulting and advisory services to the Company in connection with the Initial Public Offering,
for which it would receive (i) an advisory fee of $
In connection with the consummation of the Partial
Over-Allotment Exercise, the underwriter and CCM were entitled to an additional fee in the aggregate amount of $
On February 27, 2024, Deutsche Bank Securities Inc., agreed to waive its entitlement to the payment of any underwriting discount due to it pursuant to the Underwiring Agreement in connection with the Company’s potential business combination with Webull.
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Non-Redemption Agreements
In connection with the First Extension Meeting to approve the First
Extension Amendment Proposal, the Company and Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”)
with several unaffiliated third parties (the “Investors”), pursuant to which such third parties agreed not to redeem (or to
validly rescind any redemption requests on) an aggregate of
The Company estimated the aggregate fair value
of the Class A Ordinary Shares attributable to the Investors to be $
The fair value of the Class A Ordinary Shares was based on a Monte Carlo model using the following significant inputs:
| December 27, 2023 | ||||
| Stock price | $ | |||
| Volatility | % | |||
| Term (years) | ||||
| Risk-free rate | % | |||
Business Combination Agreement
On February 27, 2024, the Company (“SPAC”), Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Webull”), Feather Sound I Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Webull (“Merger Sub I”), and Feather Sound II Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Webull (“Merger Sub II”, collectively with Merger Sub I, the “Merger Subs” and each a “Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”).
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, (i) immediately prior to the effective time of the First Merger (as defined below) (the “First Merger Effective Time”), Webull will effectuate the Company Capital Restructuring (as defined in the Business Combination Agreement), (ii) promptly following the Webull Capital Restructuring and at the First Merger Effective Time, Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Webull (sometimes referred to herein as the “Surviving Entity”), and (iii) promptly following the First Merger and at the effective time of the Second Merger (as defined below) (the “Second Merger Effective Time”), the Surviving Entity will merge with and into Merger Sub II (the “Second Merger”, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Webull. The Webull Capital Restructuring, the Mergers and each of the other transactions contemplated by the Business Combination Agreement or other transaction documents are collectively referred to as the “Transactions” or the “Business Combination”.
Concurrently with the execution and delivery of the Business Combination Agreement, SPAC, Webull and Sponsor and certain directors (collectively, “SPAC Insiders”) have entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which, each SPAC Insider agreed, among other things, (a) at any meeting of SPAC shareholders called to seek the SPAC Shareholders’ Approval or SPAC Shareholder Extension Approval (as defined in the Business Combination Agreement), or in connection with any written consent of SPAC shareholders or in any other circumstances upon which a vote, consent or other approval with respect to the Business Combination Agreement and the Transactions, such SPAC Insider (i) agreed to, if a meeting is held, appear at such meeting or otherwise cause the SPAC Class B Ordinary Shares held by such SPAC Insider to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted the SPAC Class B Ordinary Shares held by such SPAC Insider in favor of the SPAC Shareholders’ Approval or the SPAC Shareholder Extension Approval; and (b) subject to the exceptions set forth in the Sponsor Support Agreement, agreed to become subject to certain transfer restrictions with respect to (i) any Company Ordinary Shares held by each SPAC Insider immediately after the First Merger Effective Time (as defined in the Business Combination Agreement) during a period of twelve (12) months from and after the Closing Date (as defined in the Business Combination Agreement), (ii) Company Warrants or Class A Ordinary Shares underlying such warrants held by each SPAC Insiders immediately after the First Merger Effective Time until thirty (30) days after the Closing Date.
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Sponsor also agreed to surrender and forfeit for no consideration up
to
On December 5, 2024, the parties to the Business Combination Agreement entered into an Amendment to Business Combination Agreement (the “Amendment to Business Combination Agreement”). The Amendment to Business Combination Agreement provides for, among other things:
| ● | Issuance of Incentive Warrants (as defined in the Business Combination Agreement) to certain shareholders of Webull in connection with the Mergers (as defined in the Business Combination Agreement) and an amendment and restatement of the Form of Incentive Warrant Agreement (as defined in the Business Combination Agreement); |
| ● | An amendment and restatement of the definition of “Founder HoldCo,” “Incentive Warrants” and “Share Subdivision Factor” (each as defined in the Business Combination Agreement), and all references therein; |
| ● | An amendment and restatement of the calculation of SPAC Class B Ordinary Shares (as defined in the Business Combination Agreement) held by the Founder HoldCo; |
| ● | Removal of SPAC’s right to designate an observer to the board of directors of Webull; and |
| ● | An amendment and restatement of the Amended Company Charter (as defined in the Business Combination Agreement). |
Additionally, on December 5, 2024, the parties to the Sponsor Support
Agreement entered into an Amendment to Sponsor Support Agreement (the “Amendment to Sponsor Support Agreement”), which provides
that to the extent the aggregate amount of SPAC Class B Ordinary Shares to be surrendered and forfeited by Sponsor pursuant to the Additional
Non-Redemption Agreements is less than
Lastly, on December 5, 2024, Webull and the SPAC Insiders entered into an Indemnity Letter Agreement (the “Indemnity Letter Agreement”). The Indemnity Letter Agreement provides that, among other things:
| ● | Webull shall indemnify, to the extent permitted by law, each SPAC Insider, its officers, directors and employees and each person who controls such SPAC Insider (if applicable) (within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)), against all losses resulting from or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement (as defined in the Indemnity Letter Agreement), Prospectus (as defined in the Indemnity Letter Agreement) or preliminary Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Webull information that Webull has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any written communication (within the meaning of Rule 405 under the Securities Act) with investors, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading; and |
| ● | In connection with the Registration Statement in which a SPAC Insider is participating, such SPAC Insider shall furnish to Webull in writing the SPAC Insider Information (as defined in the Indemnity Letter Agreement) and to the extent permitted by law, shall indemnify Webull, its directors, officers and agents and each person who controls Webull (within the meaning of the Securities Act) against all losses resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Webull information that Webull has filed or is required to file pursuant to Rule 433(d) under the Securities Act, any written communication (within the meaning of Rule 405 under the Securities Act) with investor, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such untrue statement or alleged untrue statement or omission or alleged omission of a material fact are made in reliance upon any information or affidavit furnished in writing by such SPAC Insider expressly for use therein. |
Advances from Webull
The Company and Webull have agreed to a fee-sharing arrangement in
which Webull will cover
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Note 6—Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Preference Shares-The Company
is authorized to issue
Class A Ordinary Shares-The
Company is authorized to issue
Class B Ordinary Shares-The Company is authorized to issue
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof
at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate,
on an as-converted basis,
Warrants-As of December 31, 2024 and 2023, the
Company had
The warrants have an exercise price of $
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The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders (and the Class A ordinary shares issuable upon exercise of these warrants may not be transferred, assigned or sold by the holders) until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
Redemption of Public Warrants: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon a minimum of 30 days’ prior written notice of redemption, the “30-day redemption period”; and | |
| ● | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.”
Note 7—Fair Value Measurements
As of December 31, 2024 and 2023, the Trust Account held $
| December 31, 2024 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account - Money Market Funds | $ | $ | $ | |||||||||
| December 31, 2023 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account - Money Market Funds | $ | $ | $ | |||||||||
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were transfers between levels during the years ended December 31, 2024 and 2023.
F-23
Note 8—Segment Reporting
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive
Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating
resources and assessing financial performance. Accordingly, management has determined that there is only
The CODM assesses performance for the single segment and decides how
to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Trust Account | $ | $ | ||||||
| Cash | $ | $ | ||||||
| For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Interest from investments held in Trust Account | $ | $ | ||||||
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.
Note 9—Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than the event stated below, that would have required adjustment or disclosure in the financial statements.
On March 12, 2025, the Company filed a definitive proxy statement (the “Third Extension Proxy Statement”) for an extraordinary general meeting (the “Third Extension Meeting”) scheduled to be held on March 28, 2025, at 11:00 a.m. Eastern Time to (i) amend the Memorandum and Articles of Association to extend the date by which the Company has to consummate a business combination from March 31, 2025 to June 22, 2025, or such earlier date as the Company’s Board may approve in accordance with the Memorandum and Articles of Association (such proposal, the “Third Extension Amendment Proposal”), and (ii) amend the Investment Management Trust Agreement, dated June 23, 2022, as amended on December 27, 2023 and September 27, 2024, by and between Continental and the company, to extend the date on which Continental must liquidate the trust account if the Company has not completed its initial business combination, from March 31, 2025 to June 22, 2025, or such earlier date as the Board may approve (the “Third Trust Amendment Proposal”).
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6. Indemnification of Directors and Officers.
The laws of the Cayman Islands do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.
The Webull Articles provide that every director (including alternate director), secretary, or other officer for the time being and from time to time of Webull (but not including Webull’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of Webull’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, without limitation to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning Webull or its affairs in any court whether in the Cayman Islands or elsewhere.
Webull entered into indemnification agreements with its directors and executive officers under the laws of the Cayman Islands, pursuant to which Webull agrees to indemnify each such person against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of Webull. Webull’s obligations under the indemnification agreements will be subject to certain customary restrictions and exceptions. The form of such indemnification agreement are filed as an exhibit of this Registration Statement.
In addition, the Registrant maintains standard policies of insurance under which coverage is provided to its directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, Webull has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
Prior to the signing of the Business Combination Agreement and pursuant to a subscription agreement dated February 17, 2023, Webull issued 603,424 Series D Preferred Shares to HSG Growth VI Holdco F, Ltd. (formerly known as SCC Growth VI Holdco F, Ltd.) for an aggregate consideration of $20,000,000. Further, pursuant to a subscription agreement dated September 29, 2023, Webull issued 1,215,817 Series D Preferred Shares to Expansion Project Technologies Holding 4 SPV RSC Ltd for an aggregate consideration of $40,297,282. Such Series D Preferred Shares were issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each such Series D Preferred Shares still held immediately prior to the consummation of the Business Combination (i) converted into one Pre-Subdivision Shares pursuant to the terms of such Series D Preferred Shares in connection with the consummation of the Business Combination, (ii) was subdivided into a number of Webull Class A Ordinary Shares determined by multiplying each such Pre-Subdivision Ordinary Share by 3.3593, and (iii) re-designated as Webull Class A Ordinary Shares with the consummation of the Business Combination, Webull also issued 20,000,000 Incentive Warrants for no consideration to certain Existing Webull Shareholders (each Incentive Warrant is initially exercisable at $10.00 per share (subject to adjustment)). The issuances were made pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
Webull also issued 6,792,000 Webull Private Warrants to Auxo in exchange for a corresponding number of then outstanding SKGR Private Warrants in connection with the execution of the Warrant Assignment Agreement on the Closing Date. Such issuance was made pursuant to the terms of the Business Combination Agreement and the Warrant Assignment Agreement and pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. The Webull Private Warrants were initially purchased by Auxo at $1.00 per warrant from SKGR prior to the assumption of such warrants by Webull in connection with the Business Combination.
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The issuance of Webull Class A Ordinary Shares in exchange for SKGR Class B Ordinary Shares (which were held, or deemed held, by the Initial SKGR Shareholders, certain investors party to Non-Redemption Agreement and Additional Non-Redemption Agreements, and CCM) by operation of the transactions provided for in the Business Combination Agreement were issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. The SKGR Class B Ordinary Shares were initially purchased by Auxo from SKGR at approximately $0.003 per share prior to the consummation of the Business Combination an exemption from registration contained in Section 4(a)(2) of the Securities Act.
Following the consummation of the Business Combination, Webull executed two subscription agreements on April 29, 2025 with certain service providers pursuant to which Webull issued 100,000 Webull Class A Ordinary Shares in satisfaction for certain of the fees and expenses that such service providers had incurred. The Webull Class A Ordinary Shares were issued at a deemed $10.00 price per share and were issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid in connection with any of the issuances described in the foregoing.
Item 8. Exhibits and Financial Statement Schedules.
| (a) | The following documents are filed or furnished, as applicable, as part of this registration statement: |
II-2
| * | Filed herewith |
| ** | Incorporated by reference to the Company’s Registration Statement on Form F-4 and the proxy statement/prospectus included therein (File No. 333-283635) and filed with the SEC on March 4, 2025 |
| *** | Incorporated by reference to the SKGR’s Current Report on Form 8-K filed with the SEC on April 1, 2025 |
| **** | Incorporated by reference to Webull’s Report on Form 6-K filed with the SEC on April 14, 2025 |
| ***** | Incorporated by reference to Webull’s Annual Report on Form 20-F filed with the SEC on April 25, 2025 |
| † | Indicates a compensatory plan or arrangement. |
| # | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with the Instructions as to Exhibits of Form F-1. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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| (b) | Financial Statement Schedules |
All schedules have been omitted because they are not required or are not applicable, or the information is otherwise set forth in the consolidated financial statements and related notes thereto.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished; provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements; |
| (5) | That, for the purpose of determining liability under the Securities Act to any purchaser, |
| (i) | if the registrant is relying on Rule 430B; |
| (A) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
II-4
| (i) | if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Petersburg, Florida, on April 30, 2025.
| WEBULL CORPORATION | ||
| By: | /s/ Anquan Wang | |
| Name: | Anquan Wang | |
| Title: | Chief Executive Officer and Chairman | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anquan Wang and each of them, individually, as their true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Anquan Wang | Chairman and Chief Executive Officer | April 30, 2025 | ||
| Anquan Wang | (Principal Executive Officer) | |||
| /s/ Anthony Denier | Director and President | April 30, 2025 | ||
| Anthony Denier | ||||
| /s/ H.C. Wang | Director and Chief Financial Officer | April 30, 2025 | ||
| H.C. Wang | (Principal Financial and Accounting Officer) | |||
| /s/ Benjamin James | Director and General Counsel | April 30, 2025 | ||
| Benjamin James | ||||
| /s/ William A. Houlihan | Director | April 30, 2025 | ||
| William Houlihan |
II-6
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Under the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Webull Corporation, has signed this registration statement or amendment thereto on April 30, 2025.
| Authorized U.S. Representative | ||
| Webull Holdings (US) Inc. | ||
| By: | /s/ Anquan Wang | |
| Name: | Anquan Wang | |
| Title: | Director | |
II-7
Exhibit 5.1
|
Webull Corporation 200 Carillon Parkway St. Petersburg, Florida 33716 |
D +852 6595 3937 / +852 3656 6073 | |
|
E nicholas.plowman@ogier.com / rachel.huang@ogier.com | ||
| Reference: NJP/RYH/505546.00003 | ||
| 30 April 2025 |
Webull Corporation (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to the offering and sale by the selling shareholders named in the Registration Statement or their permitted transferees (together, the Selling Shareholders) of:
| (a) | 127,445,012 Class A ordinary shares with US$0.00001 par value each of the Company (each a Class A Ordinary Share, such 127,445,012 Class A Ordinary Shares are collectively referred to as the Resale Shares); |
| (b) | 6,792,000 private warrants to purchase Class A Ordinary Shares (the Private Warrants); |
| (c) | 20,000,000 warrants to purchase Class A Ordinary Shares (the Incentive Warrants); |
|
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Dennis Li |
Cecilia Li** Rachel Huang** Yuki Yan** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ Marcus Leese‡ |
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
| (d) | 17,271,990 Class A Ordinary Shares that may be issued upon exercise of (i) 10,479,990 public warrants to purchase Class A Ordinary Shares (the Public Warrants, together with the Private Warrants and the Incentive Warrants, the Warrants)) and (ii) 6,792,000 Private Warrants; and |
| (e) | 20,913,089 Class A Ordinary Shares that may be issued upon exercise of the Incentive Warrants (the Shares to be issued upon the exercise of the Warrants are collectively referred to as the Warrant Shares, together with the Resale Shares, the Shares). |
The Registration Statement is also related to the resale of the following shares of the Company (collectively, the Sale Shares):
| (a) | 50,000 Class A Ordinary Share to be issued to Wilson Sonsini Goodrich & Rosati, P.C. as set out in the Registration Statement and in accordance with the terms of the Agreements (as defined in Schedule 1); and |
| (b) | 50,000 Class A Ordinary Shares to be issued to Aqua Pursuit International Limited as set out in the Registration Statement and in accordance with the terms of the Agreements. |
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
2
Shares
| (b) | The Warrant Shares to be offered and issued by the Company as contemplated by the Registration Statement upon the exercise of the Warrants in accordance with the Warrant Documents, have been duly authorised for issue and when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement and the Warrant Documents and in accordance with the Resolutions and the then effective memorandum and articles of association of the Company; and |
| (ii) | the entry of those Warrant Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| (c) | The 20,747,004 Resale Shares to be offered and issued as contemplated by the Registration Statement, have been duly authorised for issue and when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement and automatic conversion in accordance with the Resolutions and the then effective memorandum and articles of association of the Company; and |
| (ii) | the entry of those Resale Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| (d) | The 106,598,008 Resale Shares to be offered and sold by the Selling Shareholders as contemplated by the Registration Statement have been duly authorised for issue and validly issued, fully paid and non-assessable. |
| (e) | The 100,000 Sale Shares to be offered and issued as contemplated by the Registration Statement and the Agreements have been duly authorised for issue and when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and the Agreements in accordance with the terms set out in the Registration Statement and the Agreements in accordance with the Resolutions and the then effective memorandum and articles of association of the Company; and |
| (ii) | the entry of those Sale Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than, to the extent expressly provided herein, the Company’s Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
3
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the references to this firm in the Registration Statement under the heading “Legal Matters” and “Enforcement of Civil Liabilities under U.S. Securities Laws”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion may be used only in connection with the Shares while the Registration Statement is effective. With the exception of your professional advisers (acting only in that capacity), it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent.
Yours faithfully
/s/ Ogier
4
Schedule 1
Documents examined
Corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 2 September 2019 issued by the Registrar. |
| 2 | The fifth amended and restated memorandum and articles of association of the Company adopted by special resolution on 3 December 2024 and effective on 10 April 2025 and filed with the Registrar on 16 April 2025 (the Memorandum and the Articles). |
| 3 | A Certificate of Good Standing dated 28 March 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 4 | A copy of the register of members of the Company dated 10 April 2025 (the Pre-Listing Register of Members). |
| 5 | A copy of the listed register of members of the Company maintained by Continental Stock Transfer & Trust Company as the transfer agent of the Company dated 24 April 2025 and provided to us on 25 April 2025 (the Listed Register of Members). |
| 6 | The register of directors and officers of the Company filed with the Registrar on 11 April 2025 (the Register of Directors, and together with the Pre-Listing Register of Members and the Listed Register of Members, the Statutory Books). |
| 7 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company (the Director’s Certificate). |
| 8 | The copies of the minutes of the meeting of the board of directors of the Company dated 22 February 2024 and 3 December 2024 (collectively, the Board Minutes). |
| 9 | The copy of the unanimous written resolutions of the board of directors of the Company dated 9 April 2025 and 25 April 2025 (collectively, (the Board Resolutions, together with the Board Minutes, the Board Approvals). |
| 10 | The copy of the minutes of an extraordinary general meeting of the shareholders of the Company dated 22 February 2024 (the EGM Minutes, together with the Board Approvals, the Resolutions). |
| 11 | The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 24 April 2025 (the Register of Writs). |
| 12 | A search of the Cayman Online Registry Information Service conducted against the Company at the Registrar on 24 April 2025 (the CORIS Search). |
| 13 | The Registration Statement. |
| 14 | The subscription agreement entered into between the Company and Wilson Sonsini Goodrich & Rosati, P.C. dated 29 April 2025 and subscription agreement entered into between the Company and Aqua Pursuit International Limited dated 29 April 2025 (collectively, the Agreements, and each an Agreement). |
| 15 | The form of specimen certificate for Class A Ordinary Shares as exhibited to the Registration Statement (the Share Certificates). |
| 16 | The forms of the warrant agreements and the warrant certificates constituting the Warrants, all of which are exhibited to the Registration Statement (the Warrant Documents and, together with the Share Certificates and the Agreements, the Documents). |
5
Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Statutory Books, the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | Where any Document has been provided to us in draft or undated form, that Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
| 6 | There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Class A Ordinary Shares are issued. |
| 7 | There is nothing in any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
Status, authorisation and execution
| 8 | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 9 | Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it (other than the Company) in accordance with all applicable laws. |
| 10 | The obligations expressed to be assumed by the Company and by the other parties in each Document constitute legal, valid, binding and enforceable obligations of such parties under all applicable laws (other than the laws of the Cayman Islands). |
| 11 | In authorising the execution and delivery of the Documents by the Company, the issue and allotment of the Class A Ordinary Shares and Warrants, and the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
6
| 12 | At the time of the issuance of any Shares in accordance with its terms of issuance set out in the Registration Statement and the Documents (as applicable), the Company would not have been struck off and dissolved or placed in liquidation. |
Enforceability
| 13 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Shares
| 14 | The Class A Ordinary Shares to be issued shall be issued at an issue price in excess of the par value thereof. |
| 15 | Issuance of any Shares, at such time of issuance, whether as principal issue or on the conversion, exchange or exercise of any Shares or Warrants, would not result in the Company exceeding its authorised number of shares; and upon the issue of any Shares, the Company would receive consideration for the full issue price thereof which should be equal to at least the par value thereof and that such issuance would be duly registered, and would continue to be registered, in the Company's register of members. |
| 16 | The Resale Shares were issued in accordance with the terms set out in the Registration Statement and the Documents (as applicable) and in accordance with the Resolutions and the Company's then effective memorandum and articles of association, and the consideration for the issuance of the Resale Shares as set out in the Registration Statement and the Documents (as applicable) has been fully paid. |
Register of Writs and CORIS Search
| 17 | The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register. |
| 18 | The CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered. |
7
Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act (Revised) of the Cayman Islands (Companies Act) annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
8
Exhibit 5.2
601 Lexington Avenue |
||
| New York, NY 10022 | ||
| United States | ||
Facsimile: | ||
+1 212 446 4800 |
+1 212 446 4900 | |
www.kirkland.com |
April 30, 2025
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716
Re: Registration Statement on Form F-1 of Webull Corporation
Ladies and Gentlemen:
We are issuing this opinion in our capacity as special United States counsel to Webull Corporation, a Cayman Islands exempted company (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 30, 2025 (the “Registration Statement”) relating to (A) up to 17,271,990 warrants (the “Webull Warrants”) (including 6,792,000 private placement warrants (the “Private Warrants”)) to purchase Class A ordinary shares of the Company, par value $0.00001 per share, at an exercise price of $11.50 per ordinary share (subject to adjustment), originally issued by SK Growth Opportunities Corporation (“SKGR”), pursuant to the Warrant Agreement (the “Warrant Agreement”), dated as of June 23, 2022, between SKGR and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as modified by the Warrant Assignment Agreement, dated as of April 10, 2025 (the “Warrant Assignment Agreement”), between the Company and the Warrant Agent, pursuant to which the Company assumed all rights and obligations of SKGR under the Warrant Agreement and amended and restated the Warrant Agreement, and (B) up to 20,913,089 incentive warrants (the “Incentive Warrants,” and together with the Webull Warrants, the “Warrants”) (including 20,000,000 Incentive Warrants held by certain selling securityholders named in the Registration Statement (the “Webull Selling Securityholder Incentive Warrants”)) to purchase Class A ordinary shares of the Company, par value $0.00001 per share, at an initial exercise price of $10.00 per ordinary share, issued by the Company, pursuant to the Warrant Agreement (the “Incentive Warrant Agreement”), dated as of April 10, 2025, between the Company and the Warrant Agent. The Private Warrants and the Webull Selling Securityholder Incentive Warrants may be sold or delivered from time to time by the selling securityholders named in the Registration Statement for an indeterminate aggregate offering price.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C.
Webull Corporation
April 30, 2025
Page 2
In rendering the opinions stated herein, we have examined and relied upon the following:
| (a) | the form of Warrant Certificate, filed as Exhibit 4.2 to the Registration Statement; |
| (b) | the Warrant Assignment Agreement, filed as Exhibit 4.4 to the Registration Statement; |
| (c) | the form of Incentive Warrant Certificate, filed as Exhibit 4.3 to the Registration Statement; and |
| (d) | the Incentive Warrant Agreement, filed as Exhibit 4.5 to the Registration Statement. |
For purposes of this letter, we have examined such other documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Warrants constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.
In addition, in rendering the foregoing opinions we have assumed that:
(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Warrant Assignment Agreement and the Incentive Warrant Agreement;
(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under the Warrant Assignment Agreement and the Incentive Warrant Agreement;
Webull Corporation
April 30, 2025
Page 3
(c) neither the execution and delivery by the Company of the Warrant Assignment Agreement and the Incentive Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Warrants: (i) conflicts or will conflict with the fifth amended and restated memorandum and articles of association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject or (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the laws of the State of New York); and
(d) neither the execution and delivery by the Company of the Warrant Assignment Agreement and the Incentive Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Warrants, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit, and (vii) any laws except the laws of the State of New York. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the offering of the Warrants.
Webull Corporation
April 30, 2025
Page 4
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
| Sincerely, | |
| /s/ Kirkland & Ellis LLP |
Exhibit 10.16
FORM OF
SUBSCRIPTION AGREEMENT
Webull Corporation
200 Carillon Parkway
St. Petersburg, Fl 33716
Ladies and Gentlemen:
This Subscription Agreement (this “Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Webull Corporation, a Cayman Island exempted company (the “Company”), and the undersigned investor (the “Investor”), in connection with the settlement of fees and expenses payable to the Investor (the “Fees”) [under a certain agreement, dated as of [●], by and between the Company and the Investor (the “Services Agreement”)] with Class A ordinary shares, par value $0.00001 per share, of the Company (“Class A Ordinary Shares”). For purposes of this Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Investor and the Company acknowledges and agrees as follows:
1. Subscription.
(a) On the date hereof, (i) the Company shall issue the Class A Ordinary Shares to the Investor as set forth on the signature page hereto (the “Consideration Shares”) at a deemed price of $[●] per Consideration Share and cause such shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on the Company’s share register and (ii) the Investor accepts the Consideration Shares in full satisfaction and as settlement of the Fees, and acknowledges and agrees that no other fees and expenses are payable to the Investor on the date hereof under the Services Agreement.
2. Conditions.
(a) The obligation of the parties hereto is subject to no applicable governmental authority having enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which has the effect of making the consummation of the transactions contemplated by this Agreement illegal or otherwise enjoining, restraining or prohibiting consummation of the transactions contemplated by this Agreement.
(b) The obligation of the Investor to consummate the transactions contemplated by this Agreement shall be subject to the conditions (which may be waived in writing (email being sufficient) by the Investor) that (i) all representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date hereof (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects); and (ii) the Company shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it on the date hereof.
(c) The obligation of the Company to consummate the transactions contemplated by this Agreement shall be subject to the conditions (which may be waived in writing (email being sufficient) by the Company) that (i) all representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the date hereof (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects); and (ii) the Investor shall have performed, satisfied and complied in all material respects with all obligations, covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it on the date hereof.
3. Further Assurances. At or prior to the date hereof, the parties hereto shall execute and deliver, or cause to be executed and delivered, such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the transactions as contemplated by this Agreement.
4. Representations and Warranties of the Company. The Company represents and warrants to the Investor that:
(a) The Company is an exempt company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement.
(b) The execution, delivery and performance by the Company of this Agreement and any other documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the fifth memorandum and articles of association of the Company; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which the Company is a party. No consent, approval, waiver or authorization is required to be obtained by the Company from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
(c) The Consideration Shares have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable.
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(d) This Agreement has been duly authorized, validly executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other applicable laws now or hereafter in effect of general application affecting enforcement of creditors’ rights generally, or (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(e) A copy of each form, report, statement, schedule, proxy and other document filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on or prior to the date hereof (the “SEC Reports”) is available to the Investor (including via the SEC’s EDGAR system). As of their respective filing dates all SEC Reports complied to the knowledge of the Company in all material respects with the requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports. None of the SEC Reports filed under the Exchange Act (except to the extent that information contained in any SEC Report has been superseded by a later timely filed SEC Report) contained to the knowledge of the Company, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters from the staff of the SEC with respect to any of the SEC Reports. For the avoidance of doubt, any restatement of the financial statements of the Company and any amendments to previously filed SEC Reports or delays in filing SEC Reports, in connection with any guidance from the SEC following the date of this Agreement, shall not be deemed to constitute a breach of this Section 4(e). Additionally, for avoidance of doubt, any amendment or modification of any SEC Report (or any agreement filed as an exhibit to any SEC Report) from its initial filing date in a subsequent filing shall not be deemed to constitute a breach of this Section 4(e).
(f) As of the date of this Agreement, and not withstanding any other subscription agreements similar to this Agreement that may be executed on the date hereof, the Company has 372,610,987 Class A Ordinary Shares and 82,988,016 Class B ordinary shares, par value $0.00001 per share, issued and outstanding. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than as set forth in the SEC Reports. Except as set forth in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any equity interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests.
(g) Assuming the accuracy of the Investor’s representations and warranties set forth in Section 5, no registration under the Securities Act of 1933, as amended (the “Securities Act”) is required for the issuance of the Consideration Shares to the Investor hereunder. The Consideration Shares (i) were not offered to the Investor by any form of general solicitation or general advertising and (ii) are not being offered to the Investor in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
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5. Investor Representations and Warranties. The Investor represents and warrants to the Company that:
(a) The Investor (i) is an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A hereto, (ii) is acquiring the Consideration Shares only for its own account and not for the account of others, and (iii) is not acquiring the Consideration Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor shall provide the requested information set forth on Schedule A following the signature page hereto and the information contained therein is accurate and complete. The Investor is not an entity formed for the specific purpose of acquiring the Consideration Shares. The term “affiliate” or “affiliated” as used in this Agreement shall mean, with respect to any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity, or governmental entity (a “person”), any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” as used in this Agreement shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
(b) The Investor acknowledges and agrees that the Consideration Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the issuance of the Consideration Shares has not been registered under the Securities Act or any other applicable securities laws. The Investor acknowledges and agrees that the Consideration Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any book entries representing the Consideration Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Consideration Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Consideration Shares and may be required to bear the financial risk of an investment in the Consideration Shares. The Investor acknowledges and agrees that the Consideration Shares will not immediately be eligible for offer, resale, transfer or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”). The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge, transfer or disposition of any of the Consideration Shares.
(c) The Investor’s acquisition and holding of the Consideration Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.
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(d) The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Consideration Shares, including, the business of the Company. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, deemed necessary to make an investment decision with respect to the Consideration Shares.
(e) The Investor became aware of the transactions contemplated by this Agreement solely by means of direct contact between the Investor and the Company or a representative of the Company. The Investor did not become aware of the transactions contemplated by this Agreement, nor were the Consideration Shares offered to the Investor, by any other means and none of the Company or its representatives or any person acting on behalf of any of them acted as investment advisor, broker or dealer to the Investor. The Investor acknowledges that the Consideration Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Company contained in Section 4 of this Agreement, in making its investment or decision to invest in the Company.
(f) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Consideration Shares, including, without limitation, those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Consideration Shares, and the Investor has had an opportunity to seek, and has sought such accounting, legal, business and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Consideration Shares. The Investor (i) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Consideration Shares. The Investor is able to sustain a complete loss on its investment in the Consideration Shares, has no need for liquidity with respect to its investment in the Consideration Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Consideration Shares.
(g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Consideration Shares and determined that the Consideration Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists.
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(h) In making its decision to acquire the Consideration Shares, the Investor has relied solely upon independent investigation made by the Investor. Without limiting the generality of the foregoing, the Investor has not relied on any statements or other information provided by or on behalf of any placement agent or any of its respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing concerning the Company, this Agreement, the transactions contemplated hereby or thereby, or the Consideration Shares.
(i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Consideration Shares or made any findings or determination as to the fairness of this investment.
(j) The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Agreement.
(k) The execution, delivery and performance by the Investor of this Agreement and the transactions contemplated herein are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not conflict with or violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. (A) The signature on this Agreement is genuine, (B) the signatory of this Agreement, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, (C) this Agreement has been duly executed and delivered by the Investor or the investment advisor to which the Investor has delegated decision making authority over investments and (D) this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.
(l) The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC Lists; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of Cuba, Iran, North Korea, Russia, Syria, the Crimea, Donetsk or Luhansk regions of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including, without limitation, the OFAC List.
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(m) The Investor does not have, as of the date hereof, and during the thirty (30) day period immediately prior to the date hereof such Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Company.
(n) The Investor is not currently a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a group consisting solely of the Investor and its affiliates.
6. Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the mutual written agreement of each of the parties hereto to terminate this Agreement; provided that nothing herein will relieve any party from liability for any willful and material breach of any covenant, agreement, obligation, representation or warranty hereunder prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful and material breach. The Company or the Investor may terminate this Agreement at any time in the event that (i) there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any governmental authority shall have issued any order, writ, judgment, injunction, decree, stipulation, determination or award (“Governmental Order”) restraining, enjoining, or denying the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.
7. Miscellaneous.
(a) Neither this Agreement nor any rights that may accrue to either the Company or the Investor hereunder may be transferred or assigned. Notwithstanding the foregoing, after notifying the Company, Investor may assign its rights and obligations under this Agreement to one or more of its affiliates or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Investor of its obligations hereunder if any such assignee fails to perform such obligations.
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(b) Each party shall pay its own fees, costs and expenses incurred in connection with this Agreement, including the fees, costs and expenses of such party’s financial advisors, accountants and counsel, as applicable.
(c) The Investor acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement, including Schedule A hereto. Prior to the date hereof, each of the Company and the Investor agree to promptly notify the other in writing if any of the acknowledgments, understandings, agreements, representations or warranties set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case the Company or the Investor, as the case may be, shall notify the other if they are no longer accurate in any respect).
(d) The Company is entitled to rely upon this Agreement and each is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
(e) All of the agreements, representations and warranties made by each party hereto in this Agreement shall survive the date hereof.
(f) This Agreement may not be terminated other than pursuant to the terms of Section 6 above. The provisions of this Agreement may not be modified, amended or waived except by an instrument in writing, signed by each of the parties hereto. No failure or delay of either party hereto in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.
(g) This Agreement including the schedule hereto constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. This Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successors and assigns.
(h) Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.
(i) If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
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(j) This Agreement may be executed and delivered in one or more counterparts (including, without limitation, by facsimile, docusign or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
(k) The parties hereto acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to seek to specifically enforce the Investor’s obligations hereunder on the terms and subject to the conditions set forth herein.
(l) Any notice or communication required or permitted hereunder to be given to the Investor shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es) set forth below, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as the Investor may hereafter designate by notice given hereunder:
(i) if to the Investor:
| [●] |
(ii) if to the Company:
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida
Attn: Benjamin James
E-mail: [●]
With a copy (which will not constitute notice) to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attn: Christian O. Nagler, P.C.
Mathieu Kohmann
E-mail: cnagler@kirkland.com
mathieu.kohmann@kirkland.com
Ogier LLP
Floor 11 Central Tower
28 Queen’s Road Central
Central
Hong Kong
Attn: Rachel Huang
Chloe Yip
E-mail: rachel.huang@ogier.com
chloe.yip@ogier.com
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(m) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF) AS TO ALL MATTERS (INCLUDING ANY ACTION, SUIT, LITIGATION, ARBITRATION, MEDIATION, CLAIM, CHARGE, COMPLAINT, INQUIRY, PROCEEDING, HEARING, AUDIT, INVESTIGATION OR REVIEWS BY OR BEFORE ANY GOVERNMENTAL ENTITY RELATED HERETO), INCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE CHANCERY COURT OF THE STATE OF DELAWARE (OR, IF THE CHANCERY COURT OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE, OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 7(m) OF THIS AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 7(m).
8. Non-Reliance. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation other than the statements, representations and warranties of the Company expressly contained in Section 4 of this Agreement, in making its investment or decision to invest in the Company.
9. Disclosure. The Investor agrees to the disclosure of all material terms of this Agreement and the transactions contemplated hereby in filings that the Company may make with the SEC, including the filing of this Agreement as an exhibit to any filing made by the Company with the SEC.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Investor has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.
| Name of Investor: [●] | State/Country of Formation or Domicile: North Carolina |
| By: | ||
| Name: | ||
| Title: |
Consideration Shares: [●]
| Date: April ___, 2025 | ||
[Signature Page to Subscription Agreement]
IN WITNESS WHEREOF, the Company has accepted this Agreement as of the date set forth below.
| Webull Corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
Date: April ___, 2025
[Signature Page to Subscription Agreement]
SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
This Schedule must be completed by Investor and forms a part of the Agreement to which it is attached. Capitalized terms used and not otherwise defined in this Schedule have the meanings given to them in the Agreement. The Investor must check the applicable box in either Section A, Section B or Section C below.
| A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
| (Please | check the applicable subparagraphs): |
| ☐ | We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act). |
** OR **
| B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
| (Please | check the applicable subparagraphs): |
| 1. | ☐ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have marked and initialed the appropriate box below indicating the provision under which we qualify as an “accredited investor.” |
| 2. | ☐ We are not a natural person. |
| C. | AFFILIATE STATUS |
| (Please | check the applicable box) INVESTOR: |
| ☐ | is: |
| ☐ | is not: |
an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.
Rule 501(a) under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly qualifies as an “accredited investor.”
| ☐ | Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business investment company; |
| ☐ | Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; |
| ☐ | Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; |
| ☐ | Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
| ☐ | Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; |
| ☐ | Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; |
| ☐ | Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; |
| ☐ | Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status, such as a General Securities Representative license (Series 7), a Private Securities Offerings Representative license (Series 82) and an Investment Adviser Representative license (Series 65); |
| ☐ | Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person; or |
| ☐ | Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests. |
This
page should be completed by the Investor
and constitutes a part of the Agreement.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated April 25, 2025, with respect to the consolidated financial statements of Webull Corporation, appearing in the Annual Report on Form 20-F of Webull Corporation for the year ended December 31, 2024, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
| /s/ KPMG LLP |
New York, New York
April 30, 2025
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form F-1 of our report dated March 27, 2025, which includes an explanatory paragraph regarding SK Growth Opportunities Corporation’s ability to continue as a going concern, relating to the financial statements of SK Growth Opportunities Corporation as of and for the years ended December 31, 2024 and 2023, which are contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
April 30, 2025