SecProbe.io

September 18, 2024
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 4 to Draft Registration Statement on Form F-4
Submitted August 28, 2024
CIK No. 0001866364
Dear Anquan Wang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
August 27, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-4
General
Refer to your response to comment 1 in our letter dated July 25, 2024. Please provide
additional detail supporting your analysis of whether the offer and sale of the fractional
bonds through the fractional bond trading program represents the offer and sale of a
separate or new security. In your response, address the following:
•Tell us whether you have determined a potential launch date for the program.
Explain to us the consequences and risks to you and your customers if Apex were to
stop offering the program. In responding to this comment, explain whether there are
unique liquidity risks associated with fractional bonds, such as whether investors will
be reliant on the administrating firms such that if one were to go out of business •1.

September 18, 2024
Page 2
investors would not have other means to sell fractional bonds they hold.
•Explain to us the consequences and risks to you if it were determined that the
fractional bonds offered though the program were themselves securities, separate
from the bonds themselves.
•Given the role of Apex in the operation of the program, explain why its efforts are not
the significant ones upon which investors are relying, and those efforts continue
throughout the lifecycle of a particular fractional bond purchase. We note that: Apex
designed, developed, implemented and operates the entire program; Apex facilitates
liquidity for the program by enlisting liquidity providers; Apex selects the liquidity
providers and there appears to be only one liquidity provider at this time; Apex
selects the bonds that are eligible for the program through consultation with the
liquidity providers; and Apex stands ready to assume or otherwise allocate to another
liquidity provider a liquidity provider’s positions in the event the liquidity provider
goes out of business or otherwise is no longer able to participate in the program. As
such, it appears that the entire program is dependent on the efforts of Apex; that such
efforts are not ministerial in nature; and that Apex has created an instrument that
otherwise would not exist and for which investors otherwise would not be able to
realize any investment outcome but for the efforts of Apex.
•Provide us a materially complete comparison of the legal rights and recourse of a
holder of a fractional bond versus a holder of a whole bond, including the legal
remedies that a holder of a fractional bond has versus a holder of a whole bond,
including under the Indenture.
•Provide additional detail of the mechanics and lifecycle of a fractional bond trade,
including coupon payments and other communications from the issuer.
•Explain how the principal and interest will be distributed to fractional bond holders.
•Address whether fractional bond holders will have the same or different rights as
holders of whole bonds, including with respect to discretionary or voluntary action
and voting rights.
•Explain the implications of fractional bonds under the indenture, including the impact
of holding fractional bonds on the application of the Trust Indenture Act of 1939.
•Provide us your analysis regarding FINRA Rule 5310 (Best Execution and
Interpositioning) for orders routed to Moment. Describe how Apex will comply with
FINRA Rule 5310(a)(2) and Supplementary Material .01, .03, .04, and .06.
•Provide your analysis of whether interests in the program are security-based swaps.
Webull Corporation Financial Statements
Note 2. Summary of Significant Accounting Policies
Marketing and Branding, page F-18
We acknowledge your response to prior comment 3. Please respond to the following
comments related to your accounting for consideration payable to a customer under ASC
606-10-32-25 through 32-27 and, where appropriate, cite the authoritative literature you
rely upon to support your position:
In identifying customers within the scope of this guidance, tell us how you considered
ASC 606-10-32-25 and Question 26 of the FASB's Revenue Recognition •2.

September 18, 2024
Page 3
Implementation Q&As.
•In identifying consideration within the scope of the guidance, tell us how you
considered Question 25 of the FASB's Revenue Recognition Implementation Q&As.
•You told us that the free stocks given to the platform users do not result in your
receipt of a distinct good or service from such platform users. Regarding your referral
program outlined on page 175 of your latest amendment, please address the
following:
oFor consideration paid to existing platform users:
Elaborate on why the referral of a new customer/user is not a distinct
good/service as contemplated in ASC 606-10-32-25 as it appears that users
are valuable to you.
If you believe you have received a distinct good or service, tell us the nature
of that good or service and explain whether you can estimate the fair value
of that good or service and whether the consideration paid under the
program exceeds the fair value of that good or service, consistent with the
guidance in ASC 606-10-32-26.
oFor consideration paid to new users that become account holders, tell us:
Whether they are required to subsequently contribute additional
consideration to their account;
Whether they are required to execute trades on your platform; or
Otherwise whether they are required to purchase any other good or service
from you.
•Regarding the "Other Promotions" outlined at the bottom of page 175 of your latest
amendment:
oTell us how these promotions work. Explain what users must do to receive these
awards.
oFor each period presented in your filing, tell us how much of your marketing and
branding expenses relate to these programs. In your response tell us separately
the amounts of cash and free stock paid under these programs.
oExplain why consideration paid under these promotions is not a reduction of
revenue as either consideration payable to your customer or as consideration
paid to someone in the distribution channel of your customer.
•For consideration paid under the programs/promotions above, tell us whether your
market maker customers are aware of the consideration paid under these programs
and whether they have a reasonable expectation that you are granting a price
concession to your users.

September 18, 2024
Page 4
            Please contact Kate Tillan at 202-551-3604 or Mark Brunhofer at 202-551-3638 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Christian O. Nagler