微牛美股招股说明书(2025-07-23版)

Webull Corporation Up to 75,159,236 Webull Class A Ordinary Shares This prospectus relates to the offer and sale from time to time by YA II PN, LTD., a Cayman Islands exempt limited company(such entity, including the pledgees, donees, transferees, assignees, successors, designees, and others who later come to hold any of YAII PN, LTD.’s interest in the Webull Class A Ordinary Shares (as defined herein) other than through a public sale, the “SellingSecurityholder” or “Yorkville”), as the Selling Securityholder named in this prospectus, of up to (a) 159,236 Webull Class A OrdinaryShares issued pursuant to the Purchase Agreement (as defined below) to the Selling Securityholder as Commitment Shares (as definedbelow) at a deemed $12.56 purchase price per share, and (b) 75,000,000 Webull Class A Ordinary Shares that Webull may, in itsdiscretion, elect to issue and sell to the Selling Securityholder, from time to time, pursuant to a standby equity purchase agreement thatWebull entered into with the Selling Securityholder on July 1, 2025 (the “Purchase Agreement”). Pursuant to the Purchase Agreement,the Selling Securityholder has committed to purchase from Webull, at Webull’s direction, up to $1,000,000,000 (the “CommitmentAmount”) of Webull Class A Ordinary Shares, subject to terms and conditions specified in the Purchase Agreement. As considerationfor the Selling Securityholder’s irrevocable commitment to purchase Webull Class A Ordinary Shares at Webull’s election and inWebull’s discretion from time to time from the date of the Purchase Agreement until 36 months following the date of the PurchaseAgreement, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, Webull has issued tothe Selling Securityholder 159,236 Webull Class A Ordinary Shares pursuant to the terms of the Purchase Agreement (the“Commitment Shares”). The Commitment Shares reflect a number of Ordinary Shares that is equal to 0.20% of the CommitmentAmount divided by the last closing price of the Webull Class A Ordinary Shares as of the date of signing of the Purchase Agreement(on July 1, 2025, the last reported price of the Webull Class A Ordinary Shares, as reported on the Nasdaq, was $12.56). Theprospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or similartransactions. Unless (i) Webull obtains shareholder approval pursuant to Nasdaq Rule 5635(d) to issue Webull Class A Ordinary Shares inexcess of the Exchange Cap (as defined below), or (ii) takes actions required pursuant to Nasdaq Rule 5615(a)(3) to duly and validlyrely on an exemption for foreign private issuers from applicable rules and regulations of Nasdaq (as defined herein) by adopting ahome country practice that allows Webull to issue Webull Class A Ordinary Shares to the Selling Securityholder in connection with thePurchase Agreement without regard to the limitations imposed by Nasdaq Rule 5635(d), Webull may not effect any sales under thePurchase Agreement to the extent that after giving effect to such sales, the aggregate number of Webull Class A Ordinary Shares issuedunder the Purchase Agreement, together with any Webull Ordinary Shares (as defined herein) issued in connection with any othertransactions that may be considered part of the same series of transactions, would exceed 96,891,594 Webull Ordinary Shares, i.e. thenumber of shares representing 19.99% of Webull’s outstanding Webull Ordinary Shares (including Webull Class A Ordinary Sharesand Webull Class B Ordinary Shares (as defined herein) on an as converted basis) as of the date of execution of the PurchaseAgreement (the “Exchange Cap”), subject to certain limited exceptions. If Webull obtains shareholder approval to issue Webull ClassA Ordinary Shares in excess of the Exchange Cap or takes actions to adopt a home country practice that would allow Webull to issueWebull Class A Ordinary Shares to the Selling Securityholder in connection with the Purchase Agreement without regard to thelimitations imposed by Nasdaq Rule 5635(d), in each case as described above, Webull may register the resale by the SellingSecurityholder of additional Webull Class A Ordinary Shares sold by Webull to the Selling Securityholder pursuant to the PurchaseAgreement by filing a post-effective amendment to the registration statement of which this prospectus forms a part or by filing one ormore additional registration statements. Therefore, the 75,159,236 Webull Class A Ordinary Shares registered for resale under thisprospectus are not all of the Webull Class A Ordinary Shares that may be sold pursuant to the Purchase Agreement. We are registering the resale of the Webull Class A Ordinary Shares covered by this prospectus pursuant to the registrationrequirements under the Purchase Agreement. We will not receive any proceeds from the sale of the securities by the SellingSecurityholder. However, any Webull Class A Ordinary Shares sold by W