Webull Corporation (Nasdaq: BULL) details Cayman governance and control

Rhea-AI Filing Summary

Webull Corporation filed an amended annual report to update its corporate governance disclosure. The company, incorporated in the Cayman Islands and listed on Nasdaq under Class A ordinary shares and redeemable warrants, explains that as a foreign private issuer it follows certain Cayman home country practices instead of specific Nasdaq rules.

Webull relies on exemptions from Nasdaq requirements on audit committee size, holding annual shareholder meetings, and obtaining shareholder approval for certain equity issuances and compensation plans. The company is also a Nasdaq-defined “controlled company” because Mr. Anquan Wang holds all Class B ordinary shares, representing about 79.30% of total voting power, allowing reliance on exemptions from board independence, independent nomination of directors, and fully independent compensation committee requirements.

The amendment also notes ongoing phase-in exemptions for the audit committee and adds updated CEO and CFO Sarbanes-Oxley certification exhibits, with all other aspects of the prior annual report remaining unchanged.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 20-F/A

(Mark One)                                                                                                                                                                                                               

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to 

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission File Number: 001-42597

Webull Corporation
(Exact name of Registrant as specified in its charter)

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Webull Corporation

200 Carillon Parkway

St. Petersburg, Florida 33716

(Address of Principal Executive Offices)

Benjamin James, Esq.

General Counsel

Webull Corporation

200 Carillon Parkway

St. Petersburg, Florida 33716

(917) 725-2448

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.00001 per share		BULL		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share		BULLW		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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 covered by the annual report: As of December 31, 2024, the issuer had 42,726,634 Webull Class A Ordinary Shares (as defined in the Original Filing (as defined below)) issued and outstanding and no Webull Class B Ordinary Shares (as defined in the Original Filing) issued and outstanding. After giving effect to the Business Combination (as defined in the Original Filing), the issuer had 378,463,226 Webull Class A Ordinary Shares issued and outstanding and 82,988,016 Webull Class B Ordinary Shares issued and outstanding as of the Closing Date (as defined in the Original Filing).

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 13 or 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 Securities Exchange 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 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was 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 emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant 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 to its 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 of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting 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 registrant included 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-based compensation 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 Standards Board ☐ Other  ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ 

WEBULL CORPORATION

TABLE OF CONTENTS

			Page
EXPLANATORY NOTE			ii
PART II			1
	ITEM 16G.	CORPORATE GOVERNANCE	1
PART III			2
	ITEM 19.	EXHIBITS	2

i

Explanatory Note

This Amendment No. 1 on Form 20-F/A (this “Amendment”) amends the Annual Report on Form 20-F of Webull Corporation (the “Company”) for the year ended December 31, 2024, which was filed with the U.S. Securities and Exchange Commission on April 25, 2025 (the “Original Filing”).

The Company is filing this Amendment solely for the purpose of updating the disclosure in Item 16G of Part II of the Original Filing. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 16G of Part II of the Original Filing is hereby amended and restated in its entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is including new certifications by the Company’s principal executive officer and principal financial and accounting officer as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequently to the date of the Original Filing.

ii

PART II

ITEM 16G. CORPORATE GOVERNANCE

As a Cayman Islands company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We rely on the home country practice exemption available to foreign private issuers for the requirement under (a) Nasdaq Rule 5605(c)(2)(A) that the audit committee must have at least three members; (b) Nasdaq Rule 5620 that each issuer must hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end; and (c) Nasdaq Rule 5635 that shareholder approval is required prior to certain issuances of securities, including Nasdaq Rule 5635(c), pursuant to which companies listed on Nasdaq are required to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan or other equity compensation arrangement is established or materially amended. We will, however, hold annual shareholders meetings in the future if there are matters that require shareholders’ approval. We may choose to follow additional home country practices in the future. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market’s corporate governance listing standards applicable to U.S. domestic issuers.

We are a “controlled company” as defined under the Nasdaq rules because Mr. Anquan Wang owns all of our issued and outstanding Webull Class B Ordinary Shares, or approximately 79.30% of our total voting power as of the date of this Amendment. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may continue to rely, on certain exemptions from Nasdaq corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; and (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors. Current, we rely on all of the foregoing exemptions available to a controlled company.

As described in more details above under “Item 16D. Exemptions from the Listing Standards for Audit Committees,” we also currently rely on certain phase-in exemptions with respect to our audit committee.

As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to companies that are subject to these corporate governance requirements. For more information, also see “Item 3. Key Information — D. Risk Factors — Risks Relating to Ownership of Securities of Webull — As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.”

1

PART III

ITEM 19. EXHIBITS

Exhibit Index

Exhibit No.		Description
12.1*		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith.
**	Furnished herewith.

2

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

December 18, 2025
	WEBULL CORPORATION
	By:	/s/ Anquan Wang
	Name:	Anquan Wang
	Title:	Chief Executive Officer

3

US U.S. GAAP 0001866364 true FY 0001866364 2024-01-01 2024-12-31 0001866364 dei:BusinessContactMember 2024-01-01 2024-12-31 0001866364 bull:ClassAOrdinarySharesParValue000001PerShareMember 2024-01-01 2024-12-31 0001866364 bull:RedeemableWarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150PerShareMember 2024-01-01 2024-12-31 0001866364 us-gaap:CommonClassAMember 2024-12-31 0001866364 us-gaap:CommonClassBMember 2024-12-31 xbrli:shares

FAQ

What does Webull Corporation (BULL) change in this Form 20-F/A?

This amendment updates Webull Corporation’s corporate governance disclosure, specifically Item 16G, and adds new CEO and CFO Sarbanes-Oxley certifications, while leaving the rest of the prior annual report unchanged.

How does Webull (BULL) use Cayman Islands home country practices on governance?

As a Cayman Islands company and foreign private issuer, Webull follows certain Cayman home country governance practices instead of Nasdaq rules on audit committee size, annual shareholder meetings, and shareholder approval for specific share issuances and equity compensation plans.

Why is Webull Corporation considered a controlled company on Nasdaq?

Webull is a controlled company under Nasdaq rules because Mr. Anquan Wang owns all of the company’s Webull Class B Ordinary Shares, representing approximately 79.30% of total voting power as of the amendment date.

What Nasdaq governance exemptions does Webull (BULL) rely on as a controlled company?

Because it is a controlled company, Webull relies on exemptions from Nasdaq rules requiring a majority independent board, independent-only director nominations, and a compensation committee composed solely of independent directors.

Which specific Nasdaq rules does Webull follow Cayman practices instead of?

Webull relies on home country practice exemptions from Nasdaq Rule 5605(c)(2)(A) (audit committee of at least three members), Rule 5620 (annual shareholder meeting timing), and Rule 5635, including Rule 5635(c) (shareholder approval for certain equity and compensation issuances).

How might Webull’s home country practices affect shareholder protections?

The company states that because it follows Cayman Islands practices and controlled company exemptions rather than all Nasdaq corporate governance standards, shareholders may be afforded less protection than under the full Nasdaq rules for U.S. domestic issuers.

Does Webull (BULL) plan to hold annual shareholder meetings?

Webull indicates it will hold annual shareholder meetings in the future if there are matters requiring shareholder approval, even though it relies on a home country practice exemption from Nasdaq’s general annual meeting requirement.