SEC Form F-1 filed by Webull Corporation

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 F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Webull Corporation
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Webull Corporation

200 Carillon Parkway

St. Petersburg, Florida 33716

(917) 725-2448
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Webull Holdings (US) Inc.

200 Carillon Parkway

St. Petersburg, Florida 33716

(917) 725-2448 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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 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

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.

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.

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;

“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;

“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.

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:

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.

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.

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.

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.

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.

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

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.

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:

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.

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:

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:

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.

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.

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:

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.

WEBULL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION

AS OF DECEMBER 31, 2024

WEBULL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

The following summarizes the pro forma Webull Ordinary Shares issued and outstanding immediately after the Business Combination:

Notes:

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:

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:

Note 2 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet:

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income:

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:

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:

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.

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.”

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.

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.

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.”

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.”