微牛美股招股说明书(2026-04-27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,Up 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 named in this prospectus or theirpermitted transferees who later come to hold any of such selling securityholders’ interests in the securities covered by this prospectusand have registration rights (the “Selling Securityholders”) of up to (a) 147,445,012 Webull Class A Ordinary Shares (as definedherein), (b) 6,792,000 Webull Private Warrants (as defined herein) held by Auxo (as defined herein) and purchased by Auxo at $1.00per warrant 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). As of the date of thisprospectus, none of the Webull Private Warrants and Webull Incentive Warrants remain outstanding following (i) the cashless exerciseof the Webull Private Warrants by Auxo, and (ii) the redemption of any unexercised Incentive Warrants by Webull on June 30, 2025pursuant to the terms of the Incentive Warrant Agreement (as defined herein). The Webull Class A Ordinary Shares described in clause (a) immediately above include (i) 101,752,608 Webull Class AOrdinary Shares held by the Existing Webull Shareholders following the consummation of the Business Combination and whichrepresent a portion of the merger consideration received by such investors with an implicit pro forma value of $10.00 per share, (ii) upto 20,747,004 Webull Class A Ordinary Shares issuable upon conversion of Webull Class B Ordinary Shares (as defined herein), whichare held by Water Castle Az Inc., an entity controlled by our founder Mr. Anquan Wang, following the Business Combination andwhich represent a portion of the merger consideration received by our founder in the Business Combination with an implicit pro formavalue of $10.00 per share, (iii) 2,866,714 Webull Class A Ordinary Shares issued to the Initial SKGR Shareholders (as defined herein)in connection with the Business Combination upon conversion of their SKGR Class B Ordinary Shares (as defined herein) that wereinitially purchased by Auxo from SKGR at approximately $0.003 per share, (iv) 524,000 Webull Class A Ordinary Shares issued toAuxo in connection with the Business Combination upon conversion of SKGR Class A Ordinary Shares (as defined herein) that wereissued at $10.00 per share pursuant to certain convertible loans extended by Auxo to SKGR, (v) 1,429,686 Webull Class A OrdinaryShares that were 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 toCohen & Company Securities, LLC (formerly J.V.B. Financial Group, LLC), acting through its Cohen & Company Capital Marketsdivision (“CCM”), upon conversion of certain SKGR Class B Ordinary Shares received by CCM from Auxo pursuant to a feeagreement with SKGR valuing such shares at $10.00 per share, (vii) 100,000 Webull Class A Ordinary Shares issued at a deemed$10.00 price per share to certain service providers of Webull and SKGR in satisfaction of certain of the fees and expenses incurred bysuch service providers, and (viii) up to 20,000,000 Webull Class A Ordinary Shares that, prior to the redemption of unexercised WebullIncentive Warrants by Webull on June 30, 2025, were issuable at $10.00 per share upon exercise of 20,000,000 Webull IncentiveWarrants initially issued to certain Existing Webull Shareholders in connection with the closing of 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, and (ii)20,913,089 Webull Class A Ordinary Shares underlying Webull Incentive Warrants. As of the date of this prospectus, 7,596,606 WebullWarrants were exercised, including 6,792,000 Webull Private Warrants that were exercised on cashless basis and converted into1,777,844 Webull Class A Ordinary Shares based on an Exercise Fair Market Value (as defined in the Warrant Assignment Agreement(as defined herein)) of approximately $15.58, resulting in gross proceeds to Webull of approximately $9.3 million. Prior to theredemption of unexer