微牛美股招股说明书(2025-05-09版)

Webull Corporation Up to 147,445,012 Webull Class A Ordinary Shares,Up to 6,792,000 Webull Private Warrants,Up to 20,000,000 Webull Incentive WarrantsUp to 17,271,990 Webull Class A Ordinary Shares underlying Webull Warrants, andUp to 20,913,089 Webull Class A 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 transfereesnamed 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 perwarrant from SKGR (as defined herein) prior to the assumption of such warrants by Webull in connection with the BusinessCombination (as defined herein), and (c) 20,000,000 Webull Incentive Warrants (as defined herein) issued for no consideration inconnection with the Business Combination to certain Existing Webull Shareholders (as defined herein). The Webull Class A OrdinaryShares described in clause (a) of the prior sentence include (i) 101,752,608 Webull Class A Ordinary Shares held by the ExistingWebull Shareholders following the consummation of the Business Combination (as defined herein) and which represent a portion ofthe merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) up to 20,747,004 WebullClass A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares (as defined herein), which are held by WaterCastle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination and which represent aportion of the merger consideration received by our founder in the Business Combination with an implicit pro forma value of $10.00per share, (iii) 2,960,464 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders (as defined herein) in connectionwith the Business Combination upon conversion of their SKGR Class B Ordinary Shares (as defined herein) that were initiallypurchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued to Auxo inconnection 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 thatwere issued to certain investors party to Non-Redemption Agreements (as defined herein) and Additional Non-RedemptionAgreements (as defined herein) in connection with the consummation of the Business Combination upon conversion of SKGR Class BOrdinary Shares transferred to such investors by Auxo for no consideration, (vi) 25,000 Webull Class A Ordinary Shares issued toJ.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), upon conversion of certainSKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a fee agreement with SKGR valuing such shares at $10.00per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed $10.00 price per share to certain service providers ofWebull and SKGR in satisfaction of certain of the fees and expenses incurred by such service providers, and (viii) up to 20,000,000Webull Class A Ordinary Shares issuable to certain Existing Webull Shareholders upon exercise of the up to 20,000,000 WebullIncentive Warrants that were issued to them in connection with the Business Combination. This prospectus also relates to the issuance and sale by us of up to (i) 17,271,990 Webull Class A Ordinary Shares underlyingWebull Warrants exercisable at $11.50 per share (subject to adjustment), including 6,792,000 Webull Private Warrants held by Auxoand which may be exercised on a cashless basis or at $11.50 per share (subject to adjustment), and (ii) 20,913,089 Webull Class AOrdinary Shares underlying Webull Incentive Warrants that are initially exercisable at $10.00 per share (subject to adjustment) bycertain Existing Webull Shareholders and by holders of SKGR Class A Ordinary Shares (as defined herein) that did not redeem suchshares in connection with the Business Combination. The prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends orsimilar transactions. We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registrationrights that we have granted to certain of our shareholders in connection with the Business Combination and pursuant to therequirements 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 theeffective date of the registration statement of which this prospectus forms a part. Moreover, t