CORRESP Filing
Webull Corp
Date: May 7, 2025 · CIK: 0001866364 · Accession: 0001213900-25-040765
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286880
Referenced dates: May 6, 2025
Letter
VIA EDGAR Ms. Sonia Bednarowski Ms. Sandra Hunter Berkheimer Office of Crypto Assets Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Webull Corporation Response to the Staff's Comments on Registration Statement on Form F-1 Filed May 1, 2025 File No. 333-286880
Dear Ms. Bednarowski and Ms. Hunter Berkheimer:
On behalf of our client, Webull Corporation (the " Company "), we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response to the comment contained in the Staff's letter dated May 6, 2025 on the Company's Registration Statement on Form F-1 filed on May 1, 2025 (the " Registration Statement "). The Staff's comment is repeated below and is followed by the Company's response. Statements about the Company or otherwise regarding actions or acknowledgments of the Company are based on representations from the Company.
Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to Registration Statement on Form F-1 (the " Revised Registration Statement ") via EDGAR with the Commission for review.
Registration Statement on Form F-1
General
1. Staff comment : It appears that you do not meet the eligibility requirements to be able to incorporate by reference. Please note that, in order to be able to incorporate by reference, registrants and any of their predecessors must not have been a shell company as defined in Rule 405 of the Securities Act during the past three years. Refer to General Instruction VI.D.1(b) to Form F-1 and to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021. Please revise your registration statement to include all of the disclosure required by Form F-1 that is currently incorporated by reference.
Response : In response to the Staff's comment, the Company has included the information previously incorporated by reference in the Revised Registration Statement.
* * *
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D. C.
Division of Corporation Finance
Securities and Exchange Commission
May 7, 2025
Page
If you have any questions regarding the Company's responses, please feel free to contact me at christian.nagler@kirkland.com or by telephone at +1 212 446 4660, or Mathieu Kohmann at mathieu.kohmann@kirkland.com or by telephone at +1 212 446 4510.
Thank you for your time and attention.
Very truly yours,
/s/ Christian O. Nagler, P.C.
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CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 Christian O. Nagler, P.C. United States To Call Writer Directly: Facsimile: +1 212 446 4660 +1 212 446 4800 +1 212 446 4900 christian.nagler@kirkland.com www.kirkland.com May 7, 2025 VIA EDGAR Ms. Sonia Bednarowski Ms. Sandra Hunter Berkheimer Office of Crypto Assets Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Webull Corporation Response to the Staff's Comments on Registration Statement on Form F-1 Filed May 1, 2025 File No. 333-286880 Dear Ms. Bednarowski and Ms. Hunter Berkheimer: On behalf of our client, Webull Corporation (the " Company "), we submit to the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's response to the comment contained in the Staff's letter dated May 6, 2025 on the Company's Registration Statement on Form F-1 filed on May 1, 2025 (the " Registration Statement "). The Staff's comment is repeated below and is followed by the Company's response. Statements about the Company or otherwise regarding actions or acknowledgments of the Company are based on representations from the Company. Concurrently with the submission of this letter, the Company is filing an Amendment No. 1 to Registration Statement on Form F-1 (the " Revised Registration Statement ") via EDGAR with the Commission for review. Registration Statement on Form F-1 General 1. Staff comment : It appears that you do not meet the eligibility requirements to be able to incorporate by reference. Please note that, in order to be able to incorporate by reference, registrants and any of their predecessors must not have been a shell company as defined in Rule 405 of the Securities Act during the past three years. Refer to General Instruction VI.D.1(b) to Form F-1 and to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021. Please revise your registration statement to include all of the disclosure required by Form F-1 that is currently incorporated by reference. Response : In response to the Staff's comment, the Company has included the information previously incorporated by reference in the Revised Registration Statement. * * * Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D. C. Division of Corporation Finance Securities and Exchange Commission May 7, 2025 Page 2 If you have any questions regarding the Company's responses, please feel free to contact me at christian.nagler@kirkland.com or by telephone at +1 212 446 4660, or Mathieu Kohmann at mathieu.kohmann@kirkland.com or by telephone at +1 212 446 4510. Thank you for your time and attention. Very truly yours, /s/ Christian O. Nagler, P.C. Christian O. Nagler, P.C. VIA EMAIL cc: Anquan Wang, Chief Executive Officer, Webull Corporation H. C. Wang, Chief Financial Officer, Webull Corporation Benjamin James, Esq., General Counsel, Webull Corporation Mathieu Kohmann, Kirkland & Ellis LLP