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微牛 2026年年度报告和过渡报告

2026-04-09 美股财报 XL
报告封面

FORM 20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR Commission File Number: 001-42597 Webull Corporation(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period coveredby the annual report: As of December 31, 2025, the issuer had 440,715,769 Webull Class A Ordinary Shares (as defined in this Report)issued and outstanding and 83,859,005 Webull Class B Ordinary Shares (as defined in this Report) issued and outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected to use the extended transition period for complying with any new or revised financial accounting standards †provided pursuant to Section 13(a) of the Exchange Act.☒ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP☒International Financial Reporting Standards as issued by the International Accounting StandardsBoard☐Other☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ WEBULL CORPORATION TABLE OF CONTENTS Page FREQUENTLY USED TERMS Unless otherwise stated in this Report on Form 20-F (this “Report”) or the context otherwise requires, references to: “API” means application programming interface, a tool that allows computer programmers to access the functionality ofpublished software modules and services on the web, which plays an important role in app development and network programming; “Auxo” means Auxo Capital Managers LLC, a Delaware limited liability company established for the purpose of forming andmanaging SKGR, and its permitted transferees; “Business Combination Agreement” means the business combination agreement, dated as of February 27, 2024, as amended onDecember 5, 2024 and as amended on March 31, 2025, by and among SKGR, Webull, Merger Sub I and Merger Sub II; “Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Mergers,and the other transactions contemplated by the other transaction documents contemplated by the Business Combination Agreement; “Cayman Companies Act”