微牛美股招股说明书(2025-05-09版)

Webull CorporationUp 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 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 thisprospectus pursuant to the registration rights that we have granted to certain of our shareholders in connection withthe Business Combination and pursuant to the requirements of the Warrant Assignment Agreement (as definedherein) 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 hereunderfollowing the effective date of the registration statement of which this prospectus forms a part. Moreover, thesecurities offered for resale represent a substantial percentage of our total issued and outstanding securities and ourpublic float (95.6% of the SKGR Class A Ordinary Shares that were issued in connection with the SKGR IPO (asdefined 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 theWebull Ordinary Shares issued and outstanding as of the date of this prospectus (excluding any of the Webull ClassA Ordinary Shares that still may be issued to certain of the Existing Webull Shareholders upon exercise of the20,000,000 Webull Incentive Warrants they hold), the 6,792,000 Webull Private Warrants offered for resalepursuant to this prospectus represent approximately 39.3% of the issued and outstanding Webull Warrants, and the20,000,000 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 thisprospectus, or the perception that these sales could occur, could result in a significant decline in the public tradingprice of our securities and could impair our ability to raise capital through the sale of additional securities. Despite apotential decline in the public trading price of our securities, the Selling Securityholders may still experience apositive rate of return on the securities they purchased and may have an incentive to sell due to the differences in thepurchase prices described above and the public trading price of our securities. Our public securityholders may notexperience a similar rate of return on the securities they purchased due to differences in their purchase prices and thecurrent trading price. As described in more details above, some of the Selling Securityholders purchased or receivedtheir securities at prices considerably below the current market prices. For instance, (A) based on the $18.10 closingprice of the Webull Class A Ordinary Shares on May 8, 2025, upon the sale of the Webull Class A Ordinary Shares,(i) the Existing Webull Shareholders may experience a potential profit of approximately $8.10 per Webull Class AOrdinary Share they hold, (ii) Mr. Anquan Wang may experience a potential profit of approximately $8.10 perWebull Class B Ordinary Share he decides to convert into Webull Class A Ordinary Shares, (iii) the Initial SKGRShareholders may experience a potential profit of approximately $18.10 per Webull Class A Ordinary Share theyhold upon conversion of their SKGR Class B Ordinary Shares, (iv) Auxo may experience a potential profit ofapproximately $8.10 per share it received upon conversion of its convertible loans, (v) the investors party to theNon-Redemption Agreements (as defined herein) and Additional Non-Redemption Agreements may experience apotential profit of approximately $18.10 per Webull Class A Ordinary Share they hold following conversion of theSKGR Class B Ordinary Shares they received from Auxo for no consideration, (vi) CCM may experience a potentialprofit of approximately $8.10 per Webull Class A Ordinary Share they hold following conversion of the SKGRClass B Ordinary Shares they received from Auxo pursuant to a fee agreement with SKGR, and (vii) the serviceproviders receiving Webull Class A Ordinary Shares in satisfaction for certain of their fees and expenses mayexperience a potential profit of approximately $8.10 per Webull Class A Ordinary Share they sell; (B) based on the$4.87 closing price of the Webull Warrants on May 8, 2025, Auxo may experience a potential profit ofapproximately $3.87 per Webull Private Warrant they sell; and (C) based on the $6.16 closing price of the WebullIncentive Warrants on May 8, 2025, the Existing Webull Shareholders may experience a potential profit ofapproximately $6.16 per Webull Incentive Warrant they sell. The frequency of such sales could also cause themarket price of our securities to decline or increase the volatility in the market price of our secu