微牛美股招股说明书(2025-09-11版)

Webull Corporation Upto 75,159,236 Webull ClassAOrdinary Shares Thisprospectus relates to the offer and sale from time to time by YAIIPN,LTD.,a Cayman Islands exempt limited company(such entity,including the pledgees,donees,transferees,assignees,successors,designees,and others who later come toholdany of YAIIPN,LTD.’s interest in the Webull ClassAOrdinary Shares(asdefinedherein)other than through a public sale,the“Selling Securityholder”or“Yorkville”),as the Selling Securityholder named in this prospectus,of up to(a)159,236 Webull Class A Ordinary Shares issued pursuant to the Purchase Agreement(asdefined below)to the Selling Securityholder as Commitment Shares(as definedbelow)at a deemed$12.56 purchase price per share,and(b)75,000,000WebullClassA Ordinary Shares that Webull may,in its discretion,elect to issue and selltothe Selling Securityholder,from time to time,pursuant to a standby equitypurchaseagreement that Webull entered into with the Selling Securityholder onJuly1,2025(the“Purchase Agreement”).Pursuant to the Purchase Agreement,theSelling Securityholder has committed to purchase from Webull, at Webull’s direction,upto$1,000,000,000(the“Commitment Amount”)of Webull Class A Ordinary Shares,subject to terms and conditions specified in the Purchase Agreement. As considerationforthe Selling Securityholder’s irrevocable commitment to purchase Webull ClassAOrdinaryShares at Webull’s election and in Webull’s discretion from time to timefromthe date of the Purchase Agreement until 36monthsfollowing the date of thePurchaseAgreement,upon the terms and subject to the satisfaction of the conditionssetforth in the Purchase Agreement,Webull has issued to the Selling Securityholder159,236Webull ClassAOrdinary Shares pursuant to the terms of the PurchaseAgreement(the“Commitment Shares”).The Commitment Shares reflect a number ofOrdinaryShares that is equal to 0.20%of the Commitment Amount divided by the lastclosing price of the Webull ClassA Ordinary Shares as of the date of signing of thePurchaseAgreement(on July 1,2025,the last reported price of the Webull Class AOrdinaryShares,as reported on the Nasdaq,was$12.56).The prospectus also coversanyadditional securities that may become issuable by reason of share splits,sharedividendsor similar transactions.As of the date of this prospectus,which forms apartof the post-effective amendment no.1 to the initial registration statementrelatedto this offering that was initially filed on July18,2025 with theU.S.Securities and Exchange Commission(the“SEC”),Webull has issued and sold totheSelling Securityholder 9,750,000 Webull ClassAOrdinary Shares(excluding the159,236 Commitment Shares) and raised proceeds of approximately $149.2million underthe Purchase Agreement in connection with such sales. Unless(i)WebullobtainsshareholderapprovalpursuanttoNasdaqRule5635(d)to issue Webull Class A Ordinary Shares in excess of the Exchange Cap(asdefined below),or(ii)takes actions required pursuant to Nasdaq Rule 5615(a)(3)to duly and validly rely on an exemption for foreign private issuers fromapplicablerules and regulations of Nasdaq(as defined herein)by adopting a homecountrypractice that allows Webull to issue Webull ClassAOrdinary Shares to theSellingSecurityholder in connection with the Purchase Agreement without regard tothelimitations imposed by Nasdaq Rule5635(d),Webull may not effect any salesunderthe Purchase Agreement to the extent that after giving effect to such sales,theaggregate number of Webull ClassAOrdinary Shares issued under the PurchaseAgreement,together with any Webull Ordinary Shares(as defined herein)issued inconnection with any other transactions that may be considered part of the same seriesoftransactions,would exceed 96,891,594 Webull Ordinary Shares,i.e.the number ofsharesrepresenting 19.99%of Webull’s outstanding Webull Ordinary Shares(includingWebullClassAOrdinary Shares and Webull ClassBOrdinary Shares(as definedherein)on an as converted basis)as of the date of execution of the PurchaseAgreement(the“Exchange Cap”),subject to certain limited exceptions.If Webullobtainsshareholder approval to issue Webull ClassAOrdinary Shares in excess oftheExchange Cap or takes actions to adopt a home country practice that would allowWebullto issue Webull ClassAOrdinary Shares to the Selling Securityholder inconnectionwith the Purchase Agreement without regard to the limitations imposed byNasdaq Rule5635(d), in each case as described above, Webull may register the resalebythe Selling Securityholder of additional Webull ClassAOrdinary Shares sold byWebullto the Selling Securityholder pursuant to the Purchase Agreement by filing apost-effective amendment to the registration statement of which this prospectus forms apart or by filing one or more additional registration statements.Therefore,the75,159,236WebullClassAOrdinarySharesregisteredforresaleundertheregistrationstatement of which this prospectus forms a part are not all of theWebull ClassA Ordinary Shares that may be so