F-1: Webull Files for Resale of Shares and Warrants Post-Business Combination

Webull Corporation has filed a registration statement for the resale of a substantial number of Class A Ordinary Shares, Private Warrants, and Incentive Warrants by selling securityholders following its recent business combination.

Summary

• Webull Corporation has filed a Form F-1 registration statement with the SEC to register the resale of up to 147,445,012 Class A Ordinary Shares.
• The filing also covers the resale of 6,792,000 Private Warrants held by Auxo Capital Managers LLC and 20,000,000 Incentive Warrants issued to certain Existing Webull Shareholders.
• Additionally, the registration includes the issuance of up to 17,271,990 Class A Ordinary Shares underlying Webull Warrants and 20,913,089 Class A Ordinary Shares underlying Webull Incentive Warrants.
• The selling securityholders will determine the timing and method of disposing of the securities.
• Webull will not receive any proceeds from the resale of securities by the selling securityholders, except for amounts received upon exercise of the Webull Warrants and Webull Incentive Warrants.
• The company is registering the resale or issuance of these securities to permit the selling securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering.
• The Webull Class A Ordinary Shares, Webull Warrants and Incentive Warrants began trading on April 11, 2025 on the Nasdaq Stock Market LLC (Nasdaq) under the symbols BULL, BULLW and BULLZ, respectively.
• On April 28, 2025, the last reported prices of the Webull Class A Ordinary Shares, Webull Warrants and Incentive Warrants as reported on the Nasdaq was $15.45, $2.06 and $3.21, respectively.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights potential profits for selling securityholders, it also acknowledges the risk of a significant decline in the public trading price and potential impairment of the company's ability to raise capital. The overall tone is cautiously optimistic but acknowledges significant risks.

Negatives

• The resale of a large number of securities could significantly decrease the public trading price.
• The company's ability to raise capital through the sale of additional securities could be impaired.
• Public securityholders may not experience a similar rate of return on the securities they purchased due to differences in their purchase prices and the current trading price.
• The frequency of any resales covered by this prospectus could also cause the market price of our securities to decline or increase the volatility in the market price of our securities.

Risks

• Future sales of our securities in the public market, or the perception that these sales might occur, could cause the market price of our securities to decline significantly.
• Webull Warrants and Incentive Warrants will become exercisable for Webull Class A Ordinary Shares, which would increase the number of Webull shares eligible for future resale in the public market and result in dilution to Webull shareholders.
• We may redeem your unexpired Webull Warrants and Incentive Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Webull Warrants or Incentive Warrants worthless.
• If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about Webull, its share price and trading volume could decline significantly.

Future Outlook

The Selling Securityholders may offer any, all or none of the securities described in the foregoing for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

Industry Context

This announcement is typical for companies that have recently completed a business combination with a SPAC, as it allows early investors to monetize their holdings.

Comparison to Industry Standards

• Comparable companies like Robinhood (HOOD) and Coinbase (COIN) have also experienced significant stock volatility following lock-up expirations.
• The potential for a large number of shares to flood the market is a common concern in SPAC transactions, as seen with companies like Lucid Motors (LCID) and DraftKings (DKNG).

Stakeholder Impact

• Shareholders may experience dilution and a potential decline in share price.
• Employees may be affected by the company's ability to raise capital.
• Customers may be indirectly affected by the company's financial performance.

Next Steps

• The Selling Securityholders will determine when and how they will dispose of the Class A Ordinary Shares, Webull Private Warrants and Webull Incentive Warrants, the resale of which is being registered pursuant to the registration statement of which this prospectus forms a part.

Key Dates

Keywords

Webull, resale, securities, warrants, shares, offering, private warrants, incentive warrants, class A ordinary shares, business combination