微牛美股招股说明书(2025-05-23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 Warrants This prospectus supplement (this “Prospectus Supplement No. 1”) is part of the prospectus of Webull Corporation (the “Company”), dated May 9, 2025 (the “Prospectus”), which forms apart of the Company’s registration statement on Form F-1 (Registration No. 333-286880) (the “Registration Statement”), related to (1) the offer and sale from time to time by the SellingSecurityholders of up to (a) 147,445,012 Webull Class A Ordinary Shares (including up to 20,000,000 Webull Class A Ordinary Shares issuable upon exercise of the Incentive Warrants described in(c) immediately below), (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 inconnection 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 WebullShareholders; and (2) the issuance and sale by us of up to (a) 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 (b) 20,913,089 Webull Class A Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. The purpose of this Prospectus Supplement No. 1 is to (i) revise certain information related to the Selling Securityholders named in the table and footnote 28 under the heading “SellingSecurityholders” in the Prospectus, and (ii) update and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K which was submitted to theU.S. Securities and Exchange Commission (the “SEC”) on May 22, 2025 and is included immediately following the cover page of this Prospectus Supplement No. 1. The following line item and related footnote in the table under the heading “Selling Securityholders” in the Prospectus is amended and restated in its entirety as follows: 28Represents (i) (a) 10,538 Webull Class A Ordinary Shares held by Boothbay Absolute Return Strategies pursuant to Non-Redemption Agreements and (b) 27,155 Webull Class A OrdinaryShares held by Boothbay Absolute Return Strategies assuming the exercise of 27,155 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are notoffered for resale pursuant to this prospectus), (ii) 4,515 Webull Class A Ordinary Shares held by Boothbay Diversified Alpha Master Fund, LP pursuant to Non-Redemption Agreements,(iii) (a) 18,245 Webull Class A Ordinary Shares held by Meteora Capital Partners, LP pursuant to Non-Redemption Agreements, (b) 18,720 Webull Class A Ordinary Shares held byMeteora Capital Partners, LP pursuant to Additional Non-Redemption Agreements and (c) 113,556 Webull Class A Ordinary Shares held by Meteora Capital Partners, LP assuming theexercise of 113,556 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant to this prospectus), (iv) (a) 30,999 WebullClass A Ordinary Shares held by Meteora Select Trading Opportunities Master, LP pursuant to Non-Redemption Agreements, (b) 23,385 Webull Class A Ordinary Shares held by MeteoraSelect Trading Opportunities Master, LP pursuant to Additional Non-Redemption Agreements and (c) 165,045 Webull Class A Ordinary Shares held by Meteora Select TradingOpportunities Master, LP assuming the exercise of 165,045 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuant tothis prospectus), and (v) (a) 8,648 Webull Class A Ordinary Shares held by Meteora Special Opportunity Fund I, LP pursuant to Non-Redemption Agreements, (b) 7,895 Webull Class AOrdinary Shares held by Meteora Special Opportunity Fund I, LP pursuant to Additional Non-Redemption Agreements and (c) 18,271 Webull Class A Ordinary Shares held by MeteoraSpecial Opportunity Fund I, LP assuming the exercise of 18,271 Webull Public Warrants (such warrants or shares issuable upon exercise of the warrants are not offered for resale pursuantto this prospectus). Meteora Capital, LLC (“Meteora Capital”) serves as investment manager to Boothbay Absolute Return Strategies, Boothbay Diversified Alpha Master Fund, LP, This Prospectus Supplement No. 1 is not complete without, and may not be utilized except in connection with, the Prospectus, including any supplements and amendments thereto. We may further amend or supplement the Prospectus and information in this Prospectus Supplement No. 1 from time to time by filing amendments to the Registration Statement or othersupplements to the Prospectus, as required. You should read the entire Prospec