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April 23, 2024
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Draft Registration Statement on Form F-4
Submitted March 18, 2024
CIK No. 0001866364
Dear Anquan Wang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4
General
1.We note your disclosure throughout regarding your operations in Hong Kong and China
and that Webull submitted a filing application to the CSRC according to the Trial
Measures. Please include specific and prominent disclosure about the legal and
operational risks associated with China-based companies, including disclosure and risk
factors addressing how cash is transferred through your organization. For guidance, see
Sample Letter to Companies Regarding China-Specific Disclosures on our website.
2.Please tell us how the spin-off of Webull's crypto asset-related business was effectuated.
In your response, clarify whether Webull Pay maintains any affiliation with Webull,
including common directors and officers, and any material agreements between the two
entities. Tell us whether Webull retained any of the crypto asset-related business,
including any crypto assets, for the purposes of winding up or otherwise, and whether
Webull has any ongoing responsibility or liability in connection with the spun-off crypto

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asset-related business, including customer crypto asset accounts transferred to Webull
Pay. In this regard, please explain how from a customer perspective the two businesses
were separated with respect to customer crypto accounts and accessing crypto trading
functions via an app.
3.You state that you offer a program through which U.S. investors have the opportunity to
purchase fractional shares. Please provide us with a complete description of the material
terms and features of this program and your legal analysis whether the offer and sale of
the fractional shares through this program represent the offer and sale of a separate or new
security. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d Cir. 1985) and Abrahamson v. Fleschner, 586 F.2d 862 (2d Cir.
1977). In your response, address whether fractional share investors receive dividend,
voting, and other rights associated with whole-share ownership and, if so, explain how
fractional share investors are entitled to these rights, whether by contract, applicable law
(including Article 8 of the UCC), or both. In addition, please confirm whether fractional
share investors have the right to receive confirmations, proxy statements and other
documents required by law to be provided to security holders.
4.Please provide your analysis of how the offer and sale of stock rewards under the Webull
Referral Program, the Webull Affiliate Program, and other promotions in which you offer
free stocks to customers comply with Section 5 of the Securities Act.
5.We note the disclosure regarding your cash sweep program. Please provide us with your
legal analysis as to whether the program constitutes the offer and sale of "securities"
within the meaning of Section 2(a)(1) of the Securities Act. In addition to considering the
enumerated types of securities set forth in Section 2(a)(1), consider SEC v. W.J. Howey
Co., 328 U.S. 293 (1946) and Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce
Fenner & Smith, 756 F.2d 230 (2d Cir. 1985).
6.We note the disclosure regarding your fully paid securities lending program. Please
provide us with your legal analysis as to whether the program constitutes the offer and
sale of "securities" within the meaning of Section 2(a)(1) of the Securities Act. In addition
to considering the enumerated types of securities set forth in Section 2(a)(1), consider
SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and Gary Plastic Packaging Corp. v.
Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985).
7.We understand that Deutsche Bank Securities, the lead underwriter in the SKGR IPO,
waived the deferred underwriting commissions that would otherwise be due to it on
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify SKGR’s current relationship with Deutsche Bank
Securities. Additionally, please provide us with any correspondence between Deutsche
Bank Securities and SKGR relating to the resignation.
8.Please describe the relationship between Deutsche Bank Securities and SKGR after the
close of the IPO, including any financial or merger-related advisory services conducted by
Deutsche Bank Securities, including whether Deutsche Bank Securities had any role in the

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identification or evaluation of business combination targets.
9.Please tell us whether Deutsche Bank Securities was involved in the preparation of any
disclosure that is included in this registration statement, including any analysis underlying
disclosure in the registration statement. If so, clarify its involvement, whether it has
retracted any work product associated with the transaction, and the risk of any withdrawal
and reliance on its expertise. Clarify the extent to which Deutsche Bank Securities claims
no role in the SPAC’s business combination transaction and has affirmatively disclaimed
any responsibility for disclosure in this registration statement.
10.Please tell us whether you are aware of any disagreements with Deutsche Bank Securities
regarding the disclosure in the proxy statement/prospectus. Add risk factor disclosure that
clarifies that Deutsche Bank Securities was to be compensated, in part, on a deferred basis
for its underwriting services in connection with the SPAC IPO and that those services
have already been rendered, yet Deutsche Bank Securities is waiving deferred fees.
Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of
the business combination.
11.Please disclose whether Deutsche Bank Securities provided SKGR with any reasons for
the fee waiver. If there was no dialogue and you did not seek out the reasons why
Deutsche Bank Securities was waiving deferred fees, despite already completing their
services, so indicate in the proxy statement/prospectus. Further, clarify in your risk factor
disclosure that Deutsche Bank Securities has performed all their obligations to obtain the
fee and therefore is gratuitously waiving the right to be compensated.
Cover Page
12.Please disclose here the number of (i) Webull Class A Ordinary Shares, (ii) Webull
Warrants and (iii) Incentive Warrants, including any Class A Ordinary Shares underlying
the Warrants, if necessary, that you are registering in connection with the Transactions. In
addition, disclose the cash value of each on a per share or per warrant basis, as
appropriate, and disclose the aggregate cash value of the securities offered by the
company.
13.Please disclose here the number and cash value of the Ordinary Shares and the
warrants that (i) the Public Shareholders, (ii) the Public Warrant holders, (iii) the Sponsor,
(iv) the Initial Shareholders and (v) the Existing Webull Shareholders will receive in
connection with the Transactions. In addition, clarify here whether the ownership
percentages disclosed on the cover page also represent the voting power of each party in
the combined company, and, if not, disclose the voting power of each.
14.We note your disclosure on the cover page that "[i]t is a condition of the consummation of
the Business Combination that Webull Class A Ordinary Shares and Incentive Warrants to
be issued in connection with the Transactions are approved for listing on Nasdaq." If
this closing condition may be waived, please disclose on the cover page and describe in
the risk factors the risks from lack of liquidity available to shareholders if the listing is not

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approved. Identify any other closing conditions of the merger agreement that may be
waived. Also add a question and answer and a risk factor highlighting that it is not a
closing condition that the Webull Warrants be approved for listing on Nasdaq and the
impact to investors if the warrants are not approved for listing on Nasdaq.
Questions and Answers About the Business Combination and the Extraordinary General Meeting
What equity stake will holder of SKGR Class Ordinary Shares, page xi
15.Please discuss each of the possible sources and the extent of dilution of such sources
that the non-redeeming Public Shareholders may experience in connection with the
Business Combination.
How do the Sponsor and Officers and Directors of SKGR intend to vote on the proposals, page
xvii
16.Please disclose here and on page 83 the number and percentage of SKGR Class A
Ordinary Shares held by Public Shareholders needed to approve the Proposals if the
minimum number of SKGR Ordinary Shares necessary for a quorum is present.
Summary of the Proxy Statement/Prospectus
The Business Combination Agreement, page 2
17.Please summarize here the termination provisions of the Business Combination
Agreement. In addition, please disclose here and on page 87 that SKGR does not have a
specified maximum redemption threshold and disclose the cash conditions of the Business
Combination Agreement.
18.Please disclose here and on page 87 whether SKGR Unit holders will receive fractional
warrants at the Unit Separation and whether fractional warrants will be issued by Webull.
Agreements Entered Into in Connection with the Business Combination
Sponsor Support Agreement, page 5
19.Please define the "First Effective Time" on page 5. In addition, clarify how the 25%
threshold is calculated to determine whether an Initial Shareholder may avail itself of the
exception to the transfer restrictions, including whether the Ordinary Shares underlying
Webull Warrants are included in this calculation.
20.Please summarize here the material terms of the Additional Non-Redemption Agreements
with the Public Shareholders so that investors understand the incentive to enter into the
agreements. Describe the material terms of these agreements on page 97, including the
ratio of SKGR Class B Ordinary Shares that will be surrendered to the number of SKGR
Class A Ordinary Shares subject to the agreements.
Shareholder Lock-up Agreement, page 6
21.Please quantify here and in the carryover risk factor on pages 73-74 the number of Webull

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Ordinary Shares subject to the lock-up agreement, as of the most recent practicable date.
Registration Rights Agreement, page 6
22.Please disclose here and on page 98 the number and percentage of Webull Ordinary
Shares that are subject to the Registration Rights Agreement.
Reasons for SKGR Board's Approval of the Business Combination, page 7
23.Please summarize here the negative factors that SKGR's board of directors considered
when approving the Business Combination. Please specifically address the current
absence of a PIPE investment notwithstanding the joint covenant to obtain a PIPE
investment concurrently with transaction closing and add a risk factor describing the
related risks.
Interests of SKGR's Directors, Officers and the Sponsor in the Business Combination, page 9
24.Please quantify the aggregate dollar amount that the Sponsor has at risk if the business
combination is not completed. Include the current value of securities held, loans extended,
fees due, and out-of-pocket expenses for which the Sponsor and its affiliates are awaiting
reimbursement. To the extent material, provide similar disclosure for SKGR’s officers and
directors.
Regulatory Matters, page 14
25.Please disclose the status of the filings and registration necessary to effectuate the Mergers
under the Cayman Companies Act and the status of the HSR Act filing and the waiting
period.
26.Please clarify here and in the risk factor on page 57 whether receipt of CSRC approval is a
condition to closing and briefly describe the circumstances, if any, in which delays in
receiving or failure to receive CSRC approval could delay consummation of the Business
Combination.
27.Please disclose whether Webull Financial is required to file an application for approval
under FINRA Rule 1017 in connection with the business combination and, if so, whether
receipt of that approval is a condition to closing.
Risk Factors
Risks Relating to Regulations Applicable to our Industry
We may be involved in regulatory investigations, page 37
28.Please state in the caption to this risk factor that Webull Financial was fined $3 million in
February 2023 and revise the body of the risk factor to include a complete summary of the
allegations in this matter.

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Risks Relating to Our Products and Services
Our PFOF practices may potentially create a misalignment of interest, page 46
29.Please address to the extent material the risk that reliance on a limited number of market
makers may impact competition on the basis of order quality.
We historically provided our customers access to digital assets trading, page 48
30.The statement that the legal test for determining whether a particular crypto assets is a
security "evolves over time" is not appropriate in light of legal tests well-established by
U.S. Supreme Court case law and Commission and staff reports, orders, and statements
that provide guidance on when a crypto asset may be a security for the purposes of the
U.S federal securities law. Please revise accordingly.
31.Please describe the specific risks if it is subsequently determined that crypto assets that
were traded through the Webull App are securities, including the risks and potential
consequences associated with operating as an unregistered exchange, broker-dealer and
clearing agency. Please also state whether you have any additional exposure or business
related to crypto assets that has not been spun-off.
Risks Relating to Finance, Accounting and Tax Matters
If we fail to maintain an effective system of internal controls, page 56
32.Please state in the caption to this risk factor that you and your independent auditor have
identified a weakness in your internal controls over financial reporting.
Risks Relating to SKGR and the Business Combination
Webull's financial projections are based upon assumptions, page 62
33.Please revise the last sentence of this risk factor to clarify that Webull does not have a
duty to update this information other than as required by applicable law.
Risks Relating to Ownership of Securities of Webull
There will be material differences, page 72
34.Please place these risks in context by briefly describing the material differences between
the rights of a holder of SKGR Public S