SCHEDULE: Kokuei Yuan Discloses 24.9% Stake in Bullish

Kokuei Yuan, a director of Bullish, has disclosed a 24.9% beneficial ownership stake in the company's Ordinary Shares following its recent initial public offering.

Summary

• Kokuei Yuan, a director of Bullish, beneficially owns 36,453,037 Ordinary Shares.
• This represents approximately 24.9% of Bullish's Ordinary Shares outstanding as of August 13, 2025.
• The shares were acquired through an exchange of block.one shares for Bullish Class A Shares on July 23, 2024.
• A 1-for-2 reverse stock split occurred on August 1, 2025, reducing the number of Class A Shares held.
• Immediately prior to the IPO closing on August 14, 2025, the Class A Shares converted to Ordinary Shares on a 1-for-1 basis.
• Mr. Yuan is subject to a 180-day lock-up agreement on the sale and transfer of his shares following the effectiveness of the Issuer's F-1 registration statement.

Sentiment

Score: 7

Explanation: The filing indicates a significant insider stake (24.9%) by a board member, which is generally positive for investor confidence due to alignment of interests. However, the explicit statement about potentially disposing of shares introduces a degree of uncertainty, balancing the overall sentiment.

Positives

• A significant insider, Kokuei Yuan, holds a substantial 24.9% stake in Bullish, indicating strong alignment with shareholder interests.
• The reporting person's role as a Board Director provides direct influence over corporate activities.

Negatives

• The reporting person explicitly states the intent to continuously review the investment and may acquire additional securities or dispose of all or a portion of the securities in the future, introducing potential uncertainty regarding long-term holding.

Risks

• Potential for future disposition of shares by a significant shareholder, Kokuei Yuan, who holds 24.9% of the Ordinary Shares.
• Investment decisions by the reporting person are subject to various factors including the Issuer's business, market conditions, and changes in law, which could lead to future share sales.
• The 180-day lock-up agreement restricts the sale of shares for a period, but after this period, a large block of shares could become available for sale.

Future Outlook

Kokuei Yuan intends to continuously review his investment in Bullish and may acquire additional securities, dispose of all or a portion of his holdings, or take other actions based on various factors including the Issuer's business, market conditions, and regulatory changes. As a director, he may influence corporate activities.

Management Comments

• I intend to continuously review my investment in the Issuer and may in the future determine (1) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (2) to dispose of all or a portion of the securities of the Issuer owned by me or (3) to take any other available course of action.
• In reaching any decision as to my course of action (as well as to the specific elements thereof), I currently expect that I would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its business generally; other business opportunities available to me; developments with respect to my business; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
• I am a member of the Board of Directors of the Issuer and, accordingly, in such capacity, may have influence over the corporate activities of the Issuer.
• Subject to the Issuer's Insider Trading Policy, I may from time to time buy or sell securities of the Issuer as appropriate for my personal circumstances.

Industry Context

This filing is a standard disclosure of significant beneficial ownership following an IPO, indicating a major shareholder's position and future intentions. It highlights the post-IPO ownership structure of Bullish, which operates in the digital asset or blockchain space given its prior association with block.one.

Corporate Governance

Related Party Transactions

• Kokuei Yuan may receive compensation from the Issuer for his services as a member of the Board of Directors, which may include grants of equity awards.

Stakeholder Impact

• Shareholders: The significant ownership stake by a director aligns interests, but the stated intent to potentially dispose of shares could introduce future selling pressure. The lock-up agreement provides short-term stability.
• Management: The reporting person's role as a director means he has influence over corporate activities.

Next Steps

• Kokuei Yuan will continuously review his investment in Bullish.
• Kokuei Yuan may acquire additional securities or dispose of existing securities in the future.
• The 180-day lock-up period on share sales will expire.

Key Dates

Recommendation

The filing reveals a substantial insider stake, which is generally a positive signal of confidence. However, the explicit statement by the reporting person about potentially disposing of shares in the future, while standard boilerplate for a 13D, introduces an element of uncertainty. The 180-day lock-up provides near-term stability, but the long-term intentions of such a large shareholder remain subject to review. Given the mixed signals of strong insider ownership balanced by potential future divestment, a 'hold' recommendation is appropriate for investors to observe the company's performance post-IPO and any further actions by this significant shareholder.

Keywords

Bullish, Kokuei Yuan, Schedule 13D, beneficial ownership, ordinary shares, IPO, lock-up agreement, corporate governance, insider ownership, block.one