M&A - Webull Corp

Form Type: 20-F

Filing Date: 2025-04-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025035656

Filing Summary: Webull Corporation filed this report to provide details regarding its annual performance and operations for the fiscal year ended December 31, 2024. The report highlights the impacts and benefits of the Business Combination Agreement dated February 27, 2024, which involves merging with SK Growth Opportunities Corporation (SKGR). The company outlines its capitalization, including a change in the number of outstanding shares due to the acquisition, totaling 378,463,226 Class A Ordinary Shares and 82,988,016 Class B Ordinary Shares as of the Closing Date, April 10, 2025. The annual report discusses potential risks including dependency on trading-related income, regulatory challenges, and operational competitiveness, while also emphasizing the financial losses suffered in previous years totaling $334.0 million in 2023 and $517.8 million in 2024, reflecting significant operational hurdles yet aiming for growth and recovery in future performance. Additionally, Webull notes its status as an emerging growth company with a limited operating history, which presents uncertainties for forecasting future business prospects and financial performances.

Form Type: F-4/A

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008515

Filing Summary: On January 30, 2025, Webull Corporation filed an amended registration statement under the Securities Act of 1933 regarding its merger with SK Growth Opportunities Corporation (SKGR). This filing outlines the details of a proposed business combination that involves SKGR merging with Webull and its subsidiaries, Feather Sound I Inc. and Feather Sound II Inc. Upon execution of the mergers, each SKGR Class A Ordinary Share will be exchanged for a Webull Class A Ordinary Share, with specific details regarding share conversions, restructuring, and the issuance of warrants. The registration statement indicates that up to 15,496,960 Class A Ordinary Shares, 18,992,000 Warrants, and 29,732,960 Incentive Warrants are involved in the offering, with a total securities value of approximately $154,969,600. The filing also highlights that the merger has been approved by SKGR's board of directors and addresses potential conflicts of interest among sponsors and insiders regarding their share ownership post-merger, alongside legal obligations for indemnification and financial arrangements made prior to the merger.

Form Type: F-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000121390025004334

Filing Summary: Webull Corporation has filed an amendment to its Form F-4 registration statement, detailing a proposed business combination with SK Growth Opportunities Corporation (SKGR). This document outlines key aspects of the business combination, including the conversion of shares, the merger process, shareholder impacts, and the issuance of new securities including Class A ordinary shares and warrants. The proposed transaction involves a two-stage merger whereby Merger Sub I will merge with SKGR, followed by a second merger with Merger Sub II, resulting in SKGR becoming a wholly-owned subsidiary of Webull. The document also discusses the business capital restructuring that will take place prior to the mergers, affecting both common and preferred shares of Webull. The total securities to be issued include approximately 15,496,960 Class A ordinary shares, 18,992,000 warrants, and other incentive warrants contingent upon the closure of the business combination. SKGR's board has unanimously approved this agreement, highlighting the fairness of transactions to shareholders and noting that the approval will not require a majority vote from unaffiliated securityholders. Potential conflicts of interest from the lead sponsors and investors involved in the transaction are also discussed, emphasizing that the initial shareholders have interests that may differ from those of regular shareholders. If not consummated by a specified date, SKGR may wind down operations. The filing reflects compliance with SEC regulations and outlines the governance structure post-merger.