As filed with
the U.S. Securities and Exchange Commission on August 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Webull Corporation
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
200 Carillon Parkway
St. Petersburg, Florida |
|
33716 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Webull 2021 Global
Share Incentive Plan
(Full title of the plan)
Anquan Wang
Chairman and Chief
Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716
(Name and address of agent
for service)
(917) 725-2448
(Telephone number, including
area code, of agent for service)
Copies to:
|
Christian O. Nagler, P.C.
Mathieu Kohmann
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800 |
|
Benjamin James, Esq.
General Counsel
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716
Telephone: (917) 725-2448 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
The documents containing
the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act of 1933, as amended (the
“Securities Act”). Such documents are not required to be, and are not being, filed with the U.S. Securities and Exchange Commission
(the “Commission”), either as part of this registration statement on Form S-8 (this “Registration Statement”)
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
Item 2.
Registrant Information and Employee Plan Annual Information.
The written statement
required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered by this Registration
Statement pursuant to Rule 428(b) of the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents,
which have been filed by Webull Corporation (the “Registrant”) with the Commission, are incorporated in this Registration
Statement by reference:
| |
(a) |
The Registrant’s Annual Report on Form 20-F filed with the Commission on April 25, 2025; |
| |
|
|
| |
(b) |
The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the audited financial statements of SK Growth Opportunities Corporation from the Registrant’s final prospectus (File No. 333-288787), filed pursuant to Rule 424(b)(3) of the Securities Act on July 22, 2025; |
| |
|
|
| |
(c) |
The Registrant’s Report on Form 6-K filed with the Commission
on May 23, 2025, May
29, 2025, June 9, 2025, July
3, 2025, July 17, 2025
and August 25, 2025; and |
| |
|
|
| |
(d) |
The description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42597) filed with the Commission on April 10, 2025 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended by the description of the Registrant’s ordinary shares contained in Exhibit 2.6 to the Registrant’s Annual Report on 20-F filed with the Commission on April 25, 2025, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement,
but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
The laws of the Cayman Islands do not limit the
extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful default, willful neglect or the consequences of committing a crime.
The fifth amended and restated memorandum and articles
of association of the Registrant provide that every director (including alternate director), secretary or other officer for the time
being and from time to time of the Registrant (but not including the Registrant’s auditors) and the personal representatives of
the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified
Person’s own dishonesty, willful default, willful neglect or fraud, in or about the conduct of the Registrant’s business or
affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality
of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or
otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) proceedings concerning
the Registrant or its affairs in any court or tribunal whether in the Cayman Islands or elsewhere.
The Registrant entered into indemnification agreements
with its directors and executive officers under the laws of the Cayman Islands, pursuant to which the Registrant agrees to indemnify each
such person against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being
a director or officer of the Registrant. The Registrant’s obligations under the indemnification agreements will be subject to certain
customary restrictions and exceptions. The form of such indemnification agreement was previously filed as Exhibit 10.2 to the F-4 Registration
Statement.
In addition, the Registrant maintains standard policies
of insurance under which coverage is provided to its directors and officers against the cost of defense, settlement or payment of a judgment
in some circumstances and insures us against our obligations to indemnify our officers and directors.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act
and is theretofore unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| |
|
|
| 4.1 |
|
Fifth Amended and Restated Memorandum and Articles of Association of Webull Corporation (incorporated by reference to Exhibit 1.1 to the Report on Form 6-K filed by Webull Corporation on April 14, 2025)** |
| |
|
|
| 4.2 |
|
Specimen Class A Ordinary Share Certificate of Webull Corporation (incorporated by reference to Exhibit 4.1 filed with the F-4 Registration Statement on December 5, 2024)** |
| |
|
|
| 4.3 |
|
Webull Corporation 2021 Global Share Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the F-4 Registration Statement on December 5, 2024)** |
| |
|
|
| 5.1 |
|
Opinion of Ogier, Cayman Islands Counsel to the Registrant* |
| |
|
|
| 23.1 |
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm of Webull Corporation* |
| |
|
|
| 23.2 |
|
Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm to SK Growth Opportunities Corporation* |
| |
|
|
| 23.3 |
|
Consent of Ogier (included as part of Exhibit 5.1)* |
| |
|
|
| 24.1 |
|
Power of Attorney (included on the signature page of this Registration Statement)* |
| |
|
|
| 107 |
|
Filing Fee Table* |
| * | Filed herewith. |
| ** | Previously filed. |
Item 9.
Undertakings.
| (a) |
The Registrant hereby undertakes: |
| (1) | To file, during any period
in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
and |
| (iii) | To include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information
in this Registration Statement; |
provided, however, that
subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (3) | To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) |
The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in St. Petersburg, Florida, on August 27, 2025.
| |
WEBULL CORPORATION |
| |
|
|
| |
By: |
/s/ Anquan Wang |
| |
Name: |
Anquan Wang |
| |
Title: |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anquan Wang, as his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities,
in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement
and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities
Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Anquan Wang |
|
Chairman
and Chief Executive Officer |
|
August
27, 2025 |
| Anquan
Wang |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Anthony Denier |
|
Director
and President |
|
August
27, 2025 |
| Anthony Denier |
|
|
|
|
| |
|
|
|
|
| /s/
H. C. Wang |
|
Director
and Chief Financial Officer |
|
August
27, 2025 |
| H. C. Wang |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Benjamin James |
|
Director
and General Counsel |
|
August
27, 2025 |
| Benjamin James |
|
|
|
|
| |
|
|
|
|
| /s/
William Houlihan |
|
Director |
|
August
27, 2025 |
| William
Houlihan |
|
|
|
|
| |
|
|
|
|
| /s/
Walter Bishop |
|
Director |
|
August
27, 2025 |
| Walter
Bishop |
|
|
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, solely in his capacity as the duly authorized representative of the registrant, has signed this registration
statement in the United States, on August 27, 2025.
| |
By: |
/s/ Anquan Wang |
| |
|
Name: |
Anquan Wang |
| |
|
Title: |
Chairman and Chief Executive Officer |
