SecProbe.io

CORRESP
 1
 filename1.htm

 Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716

 July 18, 2025

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission
Office of Crypto Assets

 Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

 Attn.: Lulu Cheng

 Re: Webull Corporation (CIK No. 0001866364)
Request for Acceleration of Effectiveness of Registration Statement on Form F-1
File No. 333-288787

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Webull Corporation (the "Company") hereby requests acceleration of the effective date of the above referenced
Registration Statement to 4:30 p.m., Eastern Time, on July 22, 2025, or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such Registration Statement be declared effective.

 Please contact Christian O. Nagler, special legal
counsel to the Company, at (212) 446-4660 or by email at christian.nagler@kirkland.com, or Mathieu Kohmann, special legal counsel to the
Company, at (212) 446-4510 or mathieu.kohmann@kirkland.com, as soon as the Registration Statement has been declared effective, or if you
have any other questions or concerns regarding this matter.

 Sincerely,

 Webull Corporation

 /s/ Anquan Wang

 Anquan Wang

 Chief Executive Officer

 VIA E-MAIL

 cc: H. C. Wang, Chief Financial Officer

 Benjamin James, Esq., General Counsel

 Webull Corporation

 Christian O. Nagler

 Mathieu Kohmann

 Kirkland & Ellis LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716

 Re: Webull Corporation
 Draft Registration Statement on Form F-1
 Submitted July 9, 2025
 CIK No. 0001866364
Dear Anquan Wang:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Lulu Cheng at 202-551-3811 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Christian Nagler
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716

 May 8, 2025

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission
Office of Crypto Assets

 Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

 Attn.: Sonia Bednarowski and Sandra Hunter Berkheimer

 Re: Webull Corporation (CIK No. 0001866364)
Request for Acceleration of Effectiveness of Registration Statement on Form F-1
File No. 333-286880

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Webull Corporation (the "Company") hereby requests acceleration of the effective date of the above referenced
Registration Statement to 4:00 p.m., Eastern Time, on May 9, 2025, or as soon thereafter as practicable, or at such other time as
the Company or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such Registration Statement be declared
effective.

 Please contact Christian O. Nagler, special legal
counsel to the Company, at (212) 446-4660 or by email at christian.nagler@kirkland.com, or Mathieu Kohmann, special legal counsel to the
Company, at (212) 446-4510 or mathieu.kohmann@kirkland.com, as soon as the Registration Statement has been declared effective, or if you
have any other questions or concerns regarding this matter.

 Sincerely,

 Webull Corporation

 /s/ Benjamin James

 Benjamin James

 General Counsel and Director

 VIA E-MAIL

 cc: Anquan Wang, Chief Executive Officer

 H. C. Wang, Chief Financial Officer

 Webull Corporation

 Christian O. Nagler

 Mathieu Kohmann

 Kirkland & Ellis LLP

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716

 Re: Webull Corporation
 Registration Statement on Form F-1
 Filed May 1, 2025
 File No. 333-286880
Dear Anquan Wang:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
General

1. 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.
 May 6, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Webull Corporation

200 Carillon Parkway

St. Petersburg, FL 33716

March 6, 2025

VIA EDGAR

Ms. Kate Tillan

Mr. Mark Brunhofer

Ms. Sonia Bednarowski

Mr. J. Nolan McWilliams

Securities and Exchange Commission

Office of Crypto Assets

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

 Re: Webull Corporation (CIK No. 0001866364)

Request for Acceleration of Effectiveness of Registration Statement on Form F-4

File No. 333-283635

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Webull Corporation (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration
Statement to 4:00 p.m., Eastern Time, on March 10, 2025, or as soon thereafter as practicable, or at such other time as the Company
or its outside counsel, Kirkland & Ellis LLP, requests by telephone that such Registration Statement be declared effective.

Please contact Christian Nagler, special counsel to the Company, at
(212) 446-4660 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding
this matter.

    Sincerely,

    Webull Corporation

    /s/ Anquan Wang

    Anquan Wang

    Chief Executive Officer

    cc:
    H. C. Wang, Chief Financial Officer, Webull Corporation

    Benjamin James, Esq., General Counsel, Webull Corporation

    Richard Chin, Chief Executive Officer, SK Growth Opportunities Corporation

    Derek Jensen, Chief Financial Officer, SK Growth Opportunities Corporation

    Robert G. Day, Esq., Wilson Sonsini Goodrich & Rosati

    Ethan Lutske, Esq., Wilson Sonsini Goodrich & Rosati

    Lianna C. Whittleton, Esq., Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

    Christian O. Nagler, P.C.

To Call Writer Directly:
 +1 212 446 4660

 christian.nagler@kirkland.com
    601 Lexington Avenue

 New York, NY 10022

United States

+1 212 446 4800

www.kirkland.com
    Facsimile:
 +1 212 446 4900

March 4, 2025

VIA EDGAR

Ms. Kate Tillan

Mr. Mark Brunhofer

Ms. Sonia Bednarowski

Mr. J. Nolan McWilliams

Office of Crypto Assets

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Webull Corporation (CIK No. 0001866364)

Response to the Staff’s Comments on Amendment No. 4 to Registration Statement on Form F-4 Filed January 30, 2025

File No. 333-283635

Dear Ms. Tillan, Mr. Brunhofer, Ms. Bednarowski and Mr. McWilliams:

On behalf of our client, Webull Corporation (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated February 5, 2025 on the Company’s Amendment No. 4 to Registration Statement on Form F-4 filed on January 30, 2025 (the
“Registration Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. 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 its Amendment No. 5 to Registration Statement on Form F-4 (the “Revised Registration Statement”)
via EDGAR with the Commission for review.

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

March 4, 2025

 Page 2

Amendment No. 4 to Registration Statement on
Form F-4

General

 1. Please confirm your understanding in writing that:

 ● our decision not to issue additional comments should not be interpreted to mean that we either agree or disagree with your disclosure
or responses, or, with respect to your business operations, any conclusions you have made, positions you have taken, or practices you
have engaged in or may engage in.

 ● declaring the filing effective does not foreclose the Commission from taking any action or advancing any position with respect
to the filing, the company, or the company’s practices.

The Company hereby respectfully confirms its understanding
that the Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees
with the Company’s disclosure or responses, or, with respect to the Company’s business operations, any conclusions the Company
has made, positions the Company has taken, or practices the Company has engaged in or may engage in and that declaring the Revised Registration
Statement effective does not foreclose the Commission from taking any action or advancing any position with respect to the Revised Registration
Statement, the Company, or the Company’s practices.

*             *             *

Division of Corporation Finance

Securities and Exchange Commission

March 4, 2025

 Page 3

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.

Thank you for your time and attention.

    Very truly yours,

    /s/ Christian O. Nagler, P.C.

    Christian O. Nagler, P.C.

 cc: H. C. Wang, Chief Financial Officer, Webull Corporation

Benjamin James, Esq., General Counsel,
Webull Corporation

Richard Chin, Chief Executive Officer,
SK Growth Opportunities Corporation

Derek Jensen, Chief Financial Officer,
SK Growth Opportunities Corporation

Robert G. Day, Esq., Wilson Sonsini Goodrich
& Rosati

Ethan Lutske, Esq., Wilson Sonsini Goodrich
& Rosati

Lianna C. Whittleton, Esq., Wilson Sonsini
Goodrich & Rosati

Cionie Lopez, Partner, KPMG LLP

Fatema Raza, Partner, WithumSmith+Brown,
PC

February 5, 2025
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 4 to Registration Statement on Form F-4
Filed January 30, 2025
File No. 333-283635
Dear Anquan Wang:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 23, 2025 letter.
Amendment No. 4 to Registration Statement on Form F-4
General
1.Please confirm your understanding in writing that:
•our decision not to issue additional comments should not be interpreted to mean
that we either agree or disagree with your disclosure or responses, or, with respect
to your business operations, any conclusions you have made, positions you have
taken, or practices you have engaged in or may engage in.
•declaring the filing effective does not foreclose the Commission from taking any
action or advancing any position with respect to the filing, the company, or the
company’s practices.

February 5, 2025
Page 2
            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

CORRESP
1
filename1.htm

    Christian O. Nagler, P.C.

 To Call Writer Directly:
 +1 212 446 4660  christian.nagler@kirkland.com
    601 Lexington Avenue
 New York, NY 10022
 United States

                                                                       +1 212 446 4800

                                                                       www.kirkland.com

    Facsimile:
 +1 212 446 4900

January 30, 2025

VIA EDGAR

Ms. Kate Tillan
 Mr. Mark
Brunhofer
 Ms. Sonia Bednarowski
 Mr. J. Nolan McWilliams

Office of Crypto Assets
 Division of Corporation Finance
 Securities
and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

Re: Webull Corporation (CIK No. 0001866364)

Response to the Staff’s Comments on Amendment No. 3 to Registration Statement on Form F-4 Filed January 16, 2025

File No. 333-283635

Dear Ms. Tillan, Mr. Brunhofer, Ms. Bednarowski and Mr. McWilliams:

On behalf of our client, Webull Corporation (the
“Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated January 23, 2025 on the Company’s Amendment No. 3 to Registration Statement on Form F-4 filed on January 16, 2025 (the
“Registration Statement”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses. 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 its Amendment No. 4 to Registration Statement on Form F-4 (the “Revised Registration Statement”)
via EDGAR with the Commission for review. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them
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

January 30, 2025

Page 2

Amendment No. 3 to Registration Statement on
Form F-4

Summary of the Proxy Statement/Prospectus

Corporate History and Structure of Webull, page 1

1. Refer to your response to our prior comment 3. Please summarize on page 1 your recent restructuring initiatives and balance this
section by summarizing the risks you are subject to from your historical operations.

In response to the Staff’s comment, the Company
has added the requested disclosure on pages 1 and 2 of the Revised Registration Statement.

Unaudited Pro Forma Condensed Combined Financial
Information

Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 240

2. We note your response to prior comment 8. In Note AA, you disclose that you excluded from the dividend the value of the Incentive
Warrants to be issued to certain Webull preferred shareholders because the inputs to the methodology to be used for determining the fair
value of the Incentive Warrants are not known or knowable until consummation of the transaction. Please revise to provide an estimate
of the dividend based on current information and disclose the most recent practicable date on which the computation was made as stipulated
in Rule 11-02(a)(6)(i)(A) of Regulation S-X. You may clarify that the value may be different based on the inputs on the actual date of
issuance. Otherwise, explain to us why it is not possible to provide an estimate.

In response to the Staff’s comment, the Company
has included the estimated fair value of the Incentive Warrants within the aggregate dividend amount presented in the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended December 31, 2023 on page 238 of the Revised Registration Statement. Furthermore, the Company has revised footnote “AA”
in Note 2 to the Unaudited Pro Forma Condensed Combined Financial Information on page 243 of the Revised Registration Statement to include
the date on which the fair value of the Incentive Warrants was estimated.

*          *          *

Division of Corporation Finance

Securities and Exchange Commission

January 30, 2025

Page 3

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.

Thank you for your time and attention.

    Very truly yours,

    /s/ Christian O. Nagler, P.C.

    Christian O. Nagler, P.C.

cc: H. C. Wang, Chief Financial Officer, Webull Corporation

Benjamin James, Esq., General Counsel,
Webull Corporation

Richard Chin, Chief Executive Officer,
SK Growth Opportunities Corporation

Derek Jensen, Chief Financial Officer,
SK Growth Opportunities Corporation

Robert G. Day, Esq., Wilson Sonsini Goodrich
& Rosati

Ethan Lutske, Esq., Wilson Sonsini Goodrich
& Rosati

Lianna C. Whittleton, Esq., Wilson Sonsini
Goodrich & Rosati

Cionie Lopez, Partner, KPMG LLP

Fatema Raza, Partner, WithumSmith+Brown,
PC

January 23, 2025
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 3 to Registration Statement on Form F-4
Filed January 17, 2025
File No. 333-283635
Dear Anquan Wang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 10, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Corporate History and Structure of Webull, page 1
1.Refer to your response to our prior comment 3. Please summarize on page 1 your
recent restructuring initiatives and balance this section by summarizing the risks you
are subject to from your historical operations.
Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 240
We note your response to prior comment 8. In Note AA, you disclose that you
excluded from the dividend the value of the Incentive Warrants to be issued to certain 2.

January 23, 2025
Page 2
Webull preferred shareholders because the inputs to the methodology to be used for
determining the fair value of the Incentive Warrants are not known or knowable until
consummation of the transaction. Please revise to provide an estimate of the dividend
based on current information and disclose the most recent practicable date on which
the computation was made as stipulated in Rule 11-02(a)(6)(i)(A) of Regulation S-X.
You may clarify that the value may be different based on the inputs on the actual date
of issuance. Otherwise, explain to us why it is not possible to provide an estimate.
            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

CORRESP
1
filename1.htm

    Christian
    O. Nagler, P.C.

    To
    Call Writer Directly:

    +1 212 446 4660

    christian.nagler@kirkland.com

    601
    Lexington Avenue

    New
    York, NY 10022

    United
    States

    +1
    212 446 4800

    www.kirkland.com

    Facsimile:

                                            +1 212 446 4900

January
16, 2025

VIA EDGAR

Ms. Kate
Tillan

Mr. Mark Brunhofer

Ms. Sonia Bednarowski

Mr. J. Nolan McWilliams

Office
of Crypto Assets

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Webull Corporation (CIK No.
                                         0001866364)

                                         Response to the Staff’s Comments on Amendment No. 2 to Registration Statement on Form
                                         F-4 Filed December 26, 2024

                                         File No. 333-283635

Dear Ms.
Tillan, Mr. Brunhofer. Ms. Bednarowski and Mr. McWilliams:

On
behalf of our client, Webull Corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s
responses to the comments contained in the Staff’s letter dated January 10, 2025 on the Company’s Amendment No. 2 to
Registration Statement on Form F-4 filed on December 26, 2024 (the “Registration Statement”). The Staff’s
comments are repeated below in bold and are followed by the Company’s responses. 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 its Amendment No. 3 to Registration Statement on Form F-4 (the “Revised
Registration Statement”) via EDGAR with the Commission for review. Unless otherwise indicated, capitalized terms used herein
have the meanings assigned to them 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

January 16,
2025

Page 2

Amendment
No. 2 to Registration Statement on Form F-4

General

 1. We note
                                            your response to prior comment 1 as well as your responses to related comments in prior comment
                                            letters. Please confirm your understanding in writing that our decision not to issue additional
                                            comments should not be interpreted to mean that we either agree or disagree with your responses,
                                            or any conclusions you have made, positions you have taken, or practices you have engaged
                                            in or may engage in with respect to your fractional bond program.

The
Company hereby respectfully confirms its understanding that the Staff’s decision not to issue additional comments should not be
interpreted to mean that the Staff either agrees or disagrees with the Company’s responses, or any conclusions the Company has
made, positions the Company has taken, or practices the Company has engaged in or may engage in with respect to the Company’s fractional
bond program.

 2. Please
                                            provide us with copies of any correspondence that Webull Financial LLC submits in response
                                            to the letter dated November 25, 2024 from the House Select Committee on the Strategic Competition
                                            Between the United States and the Chinese Communist Party.

Substantially concurrently with the submission of this response letter, the
Company has provided the Staff, on a confidential basis under separate cover, a copy of the correspondence that Webull Financial LLC
has submitted to the House Select Committee on the Strategic Competition Between the United States and the Chinese Communist Party (the
“Select Committee”) in response to the letter dated December 5, 2024 from the Select Committee.

Summary
of the Proxy Statement/Prospectus

Corporate History and Structure of Webull, page 1

 3. Please
                                            disclose here your recent restructuring initiatives, including the establishment of a VIE
                                            structure in April 2021, subsequent elimination of the VIE structure completed in August
                                            2022, and the July 2023 spin of Webull Pay LLC, and discuss the reasons for each. Balance
                                            this section by summarizing the risks you are subject to from your historical operations
                                            and include a cross-reference to the relevant risk factor discussion.

In
response to the Staff’s comment, the Company has added the requested disclosure on pages 188 and 189 of the Revised Registration
Statement.

Division of Corporation Finance

Securities and Exchange Commission

January 16, 2025

Page 3

Corporate
History and Structure of Webull, page 1

 4. You
                                            disclose potential dilution from the issuance of up to 44,400,984 Webull Ordinary Shares
                                            reserved for issuance under the 2021 Global Share Incentive Plan of Webull, which after applying
                                            the current Share Subdivision Factor of 3.3593 represents approximately 13,217,332 pre-transaction
                                            ordinary shares of Webull. In your draft registration statement submitted August 28, 2024,
                                            you disclosed on page 14 this amount as 80,756,743 Webull Ordinary Shares, which after applying
                                            the then-current Share Subdivision Factor of 5.4732 represented approximately 14,754,941
                                            pre-transaction ordinary shares of Webull. Please address the following:

 ● Tell
                                            us why the pre-transaction historical ordinary shares of Webull associated with the 2021
                                            Global Share Incentive Plan declined 1,537,609 shares from the draft registration statement
                                            submitted on August 28, 2024, and, to the extent applicable, tell us where you explained
                                            this difference in your filing. In this regard, based on the disclosures in Note 9 of your
                                            September 30, 2024 interim financial statements compared to your March 31, 2024 interim financial
                                            statements in your last draft registration statement, it appears that you granted only 60,500
                                            awards (10,500 stock options and 50,000 restricted stock units) during the second and third
                                            quarters of 2024, and we note no disclosure of additional awards in your subsequent events
                                            in Note 18 on page F-82.

 ● To
                                            the extent you granted additional awards after September 30, 2024, tell us:

 o The
                                            quantity and type of awards;

 o When
                                            you issued those awards;

 o The
                                            strike price, vesting provisions and other relevant terms of those awards;

 o How
                                            you valued those awards and the value assigned thereto;

 o The
                                            value of ordinary shares used to calculate the value of the awards; and

 o How
                                            the value of ordinary shares relates to the latest value provided in your June 14, 2024 response
                                            to comment 15 from our May 31, 2024 letter, and explain the drivers for the change in value
                                            of your ordinary shares.

The
Company respectfully informs the Staff that subsequent to the draft registration statement submitted on August 28, 2024, Webull and
SKGR amended the Business Combination Agreement, the Company decided to amend its 2021 Global Share Incentive Plan (the
“Plan”) prior to the Closing so that the amount of Webull Class A Ordinary Shares potentially issuable will
decrease by 1,537,804 (representing the entire difference noted by the Staff), prior to the application of the Share Subdivision
Factor. After the Closing, the Plan will have a share reserve balance of 44,440,984.

Division of Corporation Finance

Securities and Exchange Commission

January 16, 2025

Page 4

The
Company also respectfully informs the Staff that in response to the Staff’s comment, the Company has (i) added disclosure on pages
14 and 15 of the Revised Registration Statement that the amount of Webull Class A Ordinary Shares reserved for issuance under the Plan
reflects the amendment of the Plan and (ii) added a cross-reference on pages 14 and 15 of the Revised Registration Statement to
the section titled “Other Related Events or Agreements in Connection with the Business Combination —
Amendment of 2021 Global Share Incentive Plan of Webull” on page 230 of the Registration Statement that discusses the effects
of the amendment of the Plan on the amount of Webull Class A Ordinary Shares reserved for issuance under the Plan.

Our
business depends on our strong brand, page 39

 5. Please
                                            clarify that each of the referenced letters makes allegations specifically with respect to
                                            the People’s Republic of China and that the December 5, 2024 letter was delivered by
                                            the House Select Committee on Strategic Competition Between the United States and the Chinese
                                            Communist Party. Also disclose that the House Select Committee requested information from
                                            Webull Financial and briefly summarize the nature of the information requested. Similarly
                                            revise the risk factor on page 66.

In
response to the Staff’s comment, the Company has added the requested disclosure on pages 39 and 40 of the Revised Registration
Statement as a new risk factor to specifically disclose risks relating to U.S. government action against companies with connections to
China. As a result, the Company has removed the relevant language in the risk factors on pages 39 and 66 of the Registration Statement.

We
may be involved in regulatory investigations, page 42

 6. Please
                                            disclose the administrative proceeding and cease-and-desist order concerning Webull Financial
                                            and briefly describe the nature of the allegations and sanctions. Refer to Exchange Act Rel.
                                            No. 101707 (Nov. 22, 2024).

In
response to the Staff’s comment, the Company has added the requested disclosure on page 44 of the Revised Registration Statement.

Division of Corporation Finance

Securities and Exchange Commission

January 16, 2025

Page 5

Risks
Relating to SKGR and the Business Combination, page 63

 7. Please
                                            add a risk factor describing the risk that the business combination may be subject to regulations
                                            and review by the Committee on Foreign Investment in the United States (CFIUS). We note the
                                            disclosure in SKGR’s Form 10-K for the fiscal year ended December 31, 2023 and Definitive
                                            Proxy Statement on Schedule 14A filed September 3, 2024.

In
response to the Staff’s comment, the Company has added the requested disclosure on pages 65 and 66 of the Revised Registration
Statement.

Unaudited
Pro Forma Condensed Combined Financial Information, page 223

 8. On page
                                            118 and elsewhere, you disclose the issuance of 20,000,000 Incentive Warrants to Webull’s
                                            later round investors. Please tell us your intended accounting for these warrants and explain
                                            why you do not appear to include them in your pro forma financial statements. In this regard,
                                            although you disclose on page 13 and elsewhere that these warrants are expected to have zero
                                            initial cash value, they have economic value. In your response, specifically tell us whether
                                            these warrants represent the issuance of a dividend. Reference for us the authoritative literature
                                            you rely upon to support your position.

Incentive Warrants Classification

The Company respectfully informs the Staff that
the Incentive Warrants to be issued to certain of the existing Webull preferred shareholders at the Closing are identical in form to the
Incentive Warrants that are to be issued to non-redeeming SKGR Shareholders at the Closing. Based upon the Company’s preliminary
accounting assessment, as disclosed on page 228 of the Revised Registration Statement, the Company believes that the Incentive Warrants
will qualify for equity accounting treatment. The Company further respectfully informs the Staff that in response to the Staff’s
comment, the Company has revised footnote “V” in Note 2 to the Unaudited Pro Forma Condensed Combined Financial Information
on page 241 of the Revised Registration Statement to disclose the Company’s accounting for the dividend in the Unaudited Pro Forma
Condensed Combined Balance Sheet.

Dividend Accounting

As disclosed in the Company’s
registration statement filed on December 5, 2024, the Company and SKGR amended the Business Combination Agreement. A significant
change to the terms of the Business Combination reflected in the amended Business Combination Agreement was the decreased
transaction value from $7.7 billion to $5.0 billion. In light of the decreased valuation, the Company proposed to issue
approximately 42.7 million incentive shares (as further discussed below in the Company’s response to the Staff’s comment
number 9) and 20 million Incentive Warrants to certain existing Webull preferred shareholders at the Closing consistent with the
provision within the Shareholders’ Agreement, which establishes expected return thresholds for certain preferred
shareholders.

Division of Corporation Finance

Securities and Exchange Commission

January 16, 2025

Page 6

The Company acknowledges the Staff’s comment
that the Incentive Warrants to be issued have economic value. While the proposed issuance of Incentive Warrants (the “Warrant
Issuance”) represents a return to such Webull preferred shareholders, the Warrant Issuance does not meet the definition of
“stock dividend” and is not within the scope of ASC 505-20 as the Warrant Issuance involves shares of a different class.
However, the Company has determined that the Warrant Issuance meets the general definition of a dividend because the substance of such
distribution is a return to the Webull preferred shareholders and the number of Incentive Warrants to be distributed was objectively
determined based on a consistent approach including cons

January 10, 2025
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 2 to Registration Statement on Form F-4
Filed December 26, 2024
File No. 333-283635
Dear Anquan Wang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1.We note your response to prior comment 1 as well as your responses to related
comments in prior comment letters. Please confirm your understanding in writing that
our decision not to issue additional comments should not be interpreted to mean that
we either agree or disagree with your responses, or any conclusions you have made,
positions you have taken, or practices you have engaged in or may engage in with
respect to your fractional bond program.
2.Please provide us with copies of any correspondence that Webull Financial LLC
submits in response to the letter dated November 25, 2024 from the House Select
Committee on the Strategic Competition Between the United States and the Chinese
Communist Party.

January 10, 2025
Page 2
Summary of the Proxy Statement/Prospectus
Corporate History and Structure of Webull, page 1
3.Please disclose here your recent restructuring initiatives, including the establishment
of a VIE structure in April 2021, subsequent elimination of the VIE structure
completed in August 2022, and the July 2023 spin of Webull Pay LLC, and discuss
the reasons for each. Balance this section by summarizing the risks you are subject to
from your historical operations and include a cross-reference to the relevant risk factor
discussion.
Ownership of Webull Post-Closing, page 14
4.You disclose potential dilution from the issuance of up to 44,400,984 Webull
Ordinary Shares reserved for issuance under the 2021 Global Share Incentive Plan of
Webull, which after applying the current Share Subdivision Factor of 3.3593
represents approximately 13,217,332 pre-transaction ordinary shares of Webull. In
your draft registration statement submitted August 28, 2024, you disclosed on page 14
this amount as 80,756,743 Webull Ordinary Shares, which after applying the then-
current Share Subdivision Factor of 5.4732 represented approximately 14,754,941
pre-transaction ordinary shares of Webull. Please address the following:
•Tell us why the pre-transaction historical ordinary shares of Webull associated
with the 2021 Global Share Incentive Plan declined 1,537,609 shares from the
draft registration statement submitted on August 28, 2024, and, to the extent
applicable, tell us where you explained this difference in your filing. In this
regard, based on the disclosures in Note 9 of your September 30, 2024 interim
financial statements compared to your March 31, 2024 interim financial
statements in your last draft registration statement, it appears that you granted
only 60,500 awards (10,500 stock options and 50,000 restricted stock units)
during the second and third quarters of 2024, and we note no disclosure of
additional awards in your subsequent events in Note 18 on page F-82.
•To the extent you granted additional awards after September 30, 2024, tell us:
oThe quantity and type of awards;
oWhen you issued those awards;
oThe strike price, vesting provisions and other relevant terms of those awards;
oHow you valued those awards and the value assigned thereto;
oThe value of ordinary shares used to calculate the value of the awards; and
oHow the value of ordinary shares relates to the latest value provided in your
June 14, 2024 response to comment 15 from our May 31, 2024 letter, and
explain the drivers for the change in value of your ordinary shares.
Our business depends on our strong brand, page 39
Please clarify that each of the referenced letters makes allegations specifically with
respect to the People's Republic of China and that the December 5, 2024 letter was
delivered by the House Select Committee on Strategic Competition Between the
United States and the Chinese Communist Party. Also disclose that the House Select
Committee requested information from Webull Financial and briefly summarize the 5.

January 10, 2025
Page 3
nature of the information requested. Similarly revise the risk factor on page 66.
We may be involved in regulatory investigations, page 42
6.Please disclose the administrative proceeding and cease-and-desist order concerning
Webull Financial and briefly describe the nature of the allegations and sanctions.
Refer to Exchange Act Rel. No. 101707 (Nov. 22, 2024).
Risks Relating to SKGR and the Business Combination, page 63
7.Please add a risk factor describing the risk that the business combination may be
subject to regulations and review by the Committee on Foreign Investment in the
United States (CFIUS). We note the disclosure in SKGR’s Form 10-K for the fiscal
year ended December 31, 2023 and Definitive Proxy Statement on Schedule 14A filed
September 3, 2024.
Unaudited Pro Forma Condensed Combined Financial Information, page 223
8.On page 118 and elsewhere, you disclose the issuance of 20,000,000 Incentive
Warrants to Webull’s later round investors. Please tell us your intended accounting for
these warrants and explain why you do not appear to include them in your pro forma
financial statements. In this regard, although you disclose on page 13 and elsewhere
that these warrants are expected to have zero initial cash value, they have economic
value. In your response, specifically tell us whether these warrants represent the
issuance of a dividend. Reference for us the authoritative literature you rely upon to
support your position.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2023, page 234
9.In footnote (4) to the table at the bottom of page 235 you indicate that shares
outstanding after the proposed Business Combination held by existing Webull
shareholders includes the issuance of 42,685,593 Webull Class A Ordinary Shares to
certain of Webull's preferred shareholders prior to Closing. Please address the
following:
•Tell us whether these shares were already issued and explain why you have issued
or will issue these shares;
•Tell us whether these shares represent dividends to those holders; and
•Clarify how you reflected the issuance of these shares in your pro forma financial
statements and reference the authoritative literature you rely upon to support your
presentation and anticipated accounting.
Exhibits
Refer to the consent of WithumSmith+Brown, PC included in Exhibit 23.2. We note
that the report of WithumSmith+Brown, PC dated March 29, 2024 is included in
Amendment No. 2 of the Form F-4 and not incorporated by reference from a Form 10-
K. Accordingly, please request WithumSmith+Brown, PC to modify their consent to
clarify whether they are consenting to the use of their report included in Amendment
No. 2 of the Form F-4. We note that the current consent refers to their report 10.

January 10, 2025
Page 4
appearing in "the entity’s" Annual Report on Form 10-K.
            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

November 5, 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
Response Letter dated October 18, 2024
CIK No. 0001866364
Dear Anquan Wang:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 September 18, 2024 letter.
Response Letter dated October 18, 2024
General
1.Refer to your response to prior comment 1. We are evaluating your response and may
have additional comments.

November 5, 2024
Page 2
            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

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

August 27, 2024
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 3 to Draft Registration Statement on Form F-4
Submitted August 5, 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
July 25, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-4
Risk Factors
Laws and regulations regarding cybersecurity and data privacy, page 57
1.Please provide additional context for this risk factor by disclosing the multistate inquiry
announced in April by the Indiana Attorney General. To the extent material, also discuss
efforts by U.S. state governments with the stated purpose to reduce security risks by
restricting access to certain apps, including financial services apps.
Unaudited Pro Forma Condensed Combined Financial Information, page 221
We note that while your disclosure on page 221 refers to the unaudited pro forma
combined statement of operations for the year ended December 31, 2023, the pro forma 2.

August 27, 2024
Page 2
statement is not included in the filing. Please revise to include the statement. Refer to
Rule 11-02(c)(2) of Regulation S-X.
Webull Corporation Financial Statements
Note 2. Summary of Significant Accounting Principles
Marketing and Branding, page F-18
3.We acknowledge your response to prior comment 4. Notwithstanding your assertion that
you do not assess all transactions payable to a customer, essentially considering only
consideration payable within a contract with a customer, please tell us whether
consideration issued under your free stock program results in your receipt of a distinct
good or service as contemplated in ASC 606-10-32-25. If so, identify for us that distinct
good or service and tell us 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.
General
4.Refer to your response to prior comment 1. We are evaluating your response and may
have additional comment.
            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 David Gessert at 202-551-2326 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

July 25, 2024
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted June 17, 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
May 31, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
General
1.We note from media reports and your website that users will be allowed to trade fractional
bonds on the Webull platform. Please tell us whether and to what extent the fractional
bond trading program is operational and describe to us the mechanics of how this program
works or will work, including the roles of Apex Fintech Solutions Inc. and Moment
Technology, Inc. Also provide your legal analysis under Section 2(a)(1) of the Securities
Act as to whether the offer and sale of fractional bonds or other fixed income products
through your platform represents a separate or new security. See Abrahamson v.
Fleschner , 586 F.2d 862 (2d Cir. 1977), and Gary Plastic Packaging Corp. v. Merrill
Lynch, Pierce, Fenner & Smith, Inc. , 756 F.2d 230 (2d Cir. 1985).

July 25, 2024
Page 2
Cover Page
2.Refer to your response to comment 2. Please revise your disclosure here and in the resale
prospectus to state that the selling shareholders are underwriters.
Webull Corporation Financial Statements
Note 2. Summary of Significant Accounting Principles
Receivables from Customers, page F-9
3.We acknowledge your response to the second bullet of prior comment 9. As collectability
being reasonably assured is not a criterion under the allowance guidance in ASC 326,
please revise your disclosure to remove that reference and instead refer to the expected
credit losses concept.
Marketing and Branding, page F-18
4.We acknowledge your response to prior comment 12. You told us that your platform users
who receive free stocks in their brokerage accounts are not customers as defined in ASC
606 since they have not contracted with your broker-dealer subsidiary for services in
exchange for consideration, your platform users do not pay to access your platform, and
the market makers and liquidity providers who compensate your broker-dealer subsidiary
are customers within the scope of ASC 606. We note that in markets outside of the
United States, you typically charge commissions directly to your retail customers. Please
tell us whether these retail customers are customers within the scope of ASC 606 and, if
so, how you considered ASC 606-10-32-25.
Deferred Equity Offering Costs, page F-18
5.We acknowledge your response to prior comment 13. We note that the passage of time
from your previous F-1 confidential submissions mentioned in your response and your
initial current F-4 confidential submission is significantly in excess of the short
postponement of up to 90 days as contemplated in SAB 5A. Please tell us why this delay
and the change to a de-SPAC transaction is not the abandonment of your initially
contemplated initial public offering necessitating the write-off of all deferred costs
directly related to that attempted offering.
Note 5. Discontinued Operations, page F-25
6.We continue to evaluate your response to prior comment 14 and may have additional
comments.

July 25, 2024
Page 3
            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

United States securities and exchange commission logo
May 31, 2024
Anquan Wang
Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, FL 33716
Re:Webull Corporation
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted May 10, 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
April 23, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
General
1.Refer to your response to prior comment 2. Please disclose that Chairman and CEO
Anquan Wang is the sole director of Webull Pay Inc.
2.Refer to your response to prior comment 68. Please explicitly state here and on the cover
page that the selling shareholders are underwriters. Also include in the registration
statement the alternate pages of the resale prospectus, including an alternate cover page.

 FirstName LastNameAnquan Wang
 Comapany NameWebull Corporation
 May 31, 2024 Page 2
 FirstName LastName
Anquan Wang
Webull Corporation
May 31, 2024
Page 2
Risk Factors
A majority of our trading-related income is derived from payment for order flow, page 33
3.Please update this risk factor to reflect the adoption of amendments to Rule 605 relating to
disclosure of order execution information and describe the specific risks to the extent not
already addressed.
Information about Webull
Globalization of Retail Investing, page 156
4.Refer to your response to prior comment 42. Please clarify whether the data in the second
paragraph is based on share volume or notional (dollar) volume and briefly discuss how
this data is derived.
Investing through the Webull Platform, page 159
5.Please disclose here that most of your customer accounts were cleared on a fully disclosed
basis during the year 2022 and during 2023 you migrated most of your US client accounts
to an omnibus basis with Apex Clearing.
6.Refer to your response to comment 47. Please disclose here and in the carryover risk
factor on pages 48-49 the identity of the wholesale market makers and liquidity providers
and the percentage of revenues attributable to each.
Unaudited Pro Forma Condensed Combined Financial Information, page 211
7.You present unaudited pro forma condensed combined statements of operations for the
years ended December 31, 2023 and 2022. Please remove the unaudited pro forma
condensed combined statement of operations for the year ended December 31, 2022.
Refer to Item 11-02(c)(2)(i) of Regulation S-X. Similarly remove the unaudited pro forma
condensed combined information for the year ended December 31, 2022 included in the
summary information beginning on page 25.
Material Tax Considerations, page 235
8.Refer to your response to prior comment 65. The representations that the Mergers are
intended to qualify both as a reorganization within the meaning of Section 368(a) and as
an exchange described in Section 351 of the Code are material to investors. Please file a
tax opinion as an exhibit and make corresponding revisions to your disclosure. For
guidance regarding an opinion subject to uncertainty regarding the tax treatment of the
mergers, refer to Section III.C.4 of Staff Legal Bulletin No. 19.
Webull Corporation Financial Statements
Consolidated Statements of Financial Position, page F-3
9.We acknowledge your response to prior comment 70. Please respond to the following:

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•As previously requested, disclose the nature of your Payables due to
customers and how you account for and value the payables.oBased on footnote 3 to the table on page F-48, you also include your fractional
share repurchase obligation in this amount. Disclose the significant components
of your  Payables due to customers.
•Disclose the nature of your Receivables from customers and how you account for and
value the receivables.
Note 2. Summary of Significant Accounting Policies
Current Expected Credit Losses
Off Balance Sheet Credit Exposure, page F-9
10.We acknowledge your response to prior comment 71. Please respond to the following:
•Disclose the nature of situations that can generate a debit balance, similar to your
response.
•Disclose how you account for margin loans (i) on a fully introduced basis as extended
by Apex Clearing and (ii) by Webull Financial on an omnibus basis, including
explaining which party grants the margin loans and who sets and evaluates the
criteria for granting such loans.
•Tell us in more detail why margin loans subject to the indemnification obligation are
not on your balance sheet and reference the authoritative literature you rely upon to
support your accounting.
Fractional Shares Program, page F-10
11.We acknowledge your response to prior comment 72. Please respond to the following:
•You disclose that for fully introduced accounts, you have determined that you have
no obligation to repurchase customer fractional shares and fractional share
transactions do not pass through your accounts and you meet the criteria for
derecognition under ASC 860 so fractional share balances held by fully introduced
accounts are not reflected in your financial statements.oAs previously requested, provide us with your accounting analysis for the
fractional shares program under ASC 860 for fully introduced accounts. While
your response stated that a derecognition analysis under ASC 860 is not
applicable to you, your disclosure states otherwise. If you evaluated the program
under different guidance, include that analysis in your response.
oRevise your disclosure, similar to your response, to explain the following:
you are acting solely as an agent to transmit the platform users’ transaction
order to Apex Clearing for fulfillment for fully introduced accounts;
Apex Clearing accepts the repurchase obligation pursuant to the terms of
the Apex Fractional Share Program; and
the platform user is the customer of Apex Clearing and not that of the
Company.
•For accounts cleared on an omnibus basis, you disclose that you recognize the cash

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received for fractional share purchases as pledged collateral recorded as Customer-
held fractional shares with an offsetting liability to repurchase the shares.oDisclose the amount of the offsetting liability and where it is recorded in your
statements of financial position.
oYou disclose that you measure your inventory of securities, user-held fractional
shares and your repurchase obligation at fair value at each reporting period. If
true, also disclose that you are electing to apply the fair value option.
oDisclose where you record realized and unrealized gains and losses.
oDisclose whether you earn revenue from your users when they purchase or sell
fractional shares.
oDisclose whether you earn transaction-based revenue when shares are purchased
from or routed to market makers to fulfill fractional share transactions.
Marketing and Branding, page F-16
12.We acknowledge your response to prior comment 74. You disclose that you recognize the
expenses for free stock promotions when an eligible customer receives free stocks. Please
respond to the following:
•You also told us that the persons receiving the free stocks are not customers within
the scope of ASC 606. Explain why you nonetheless refer to them as customers in
your disclosure.
•Tell us whether any of the persons receiving free stocks subscribe to your market
information services and therefore would appear to meet the definition of customers
under ASC 606. If so, tell us how much free stock was issued to such customers and
specifically tell us your consideration of the payable to customers guidance beginning
at ASC 606-10-32-25.
•Provide us with your accounting analysis for recognizing the free stock awards at the
time of receipt.
•Disclose how you value the free stock awards for purposes of expense recognition.
Deferred Equity Offering Costs, page F-17
13.We note your deferral of $1.5 million of costs at December 31, 2022 and $2.3 million of
costs at December 31, 2023. We also note from disclosure on page 108 that you did not
begin your discussions with SKGR until November 1, 2023. Please tell us your
consideration of the guidance in SAB 5A regarding the deferral of offering costs and its
provisions regarding aborted offerings. In this regard, it appears that you incurred
significant expenses in 2022 and your discussions with SKGR did not start until 10
months after that date and SAB 5A discusses a 90-day postponement period not being an
aborted offering. In addition, we note that the title of this policy note on page F-16 of your
March 18, 2024 submission included the term "initial public offering" and your proposed
transaction is not such an offering.

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Note 5. Discontinued Operations, page F-24
14.We acknowledge your response to prior comment 77 and the related response to prior
comment 2. To help us assess your responses, please address the following:
•In your response to prior comment 2 you indicate that all access to digital assets
accounts and digital assets-related transactions was migrated to the Webull Pay App
and that such access was discontinued from the Webull App. In addition, you indicate
that if one of your users attempted to trade digital assets after the spin-off on July 13,
2023, they were instructed to download the Webull Pay App. Tell us what happened
to the digital assets held by any platform user after the spin-off if that user did not or
does not download the Webull Pay App. Explain whether such user would have any
claim through you to their digital assets.
•You indicate that you will provide legal and marketing services to Webull Pay under
the transitional service level agreement. Tell us in more depth the nature of these
services. Explain what services have already been provided and what other of these
services could yet be provided. In your response, tell us the duration of the
transitional services level agreement.
•Confirm for us that, other than Mr. Wang, there are no other employees or officers of
Webull Pay that are employees of Webull Corporation or any of its subsidiaries. If
this is not true, identify for us:othe employees;
owhat positions they hold for both Webull Pay and Webull Corporation; and
othe amount of time and effort devoted to each organization.
•You disclose on page F-24 that the $2,852,106 in cash distribution to your
shareholders in lieu of shares in Webull Pay was unpaid as of December 31, 2023.
You also disclose on page F-54 that the associated loan to Webull Pay to reimburse
this distribution was collected on April 29, 2024. Tell us whether you paid the cash
distribution to your shareholders sometime in 2024. If so, disclose that fact. If not,
tell us why you have not made the distribution.
Note 18. Share-Based Compensation, page F-38
15.We acknowledge your response to prior comment 75. Based on the aggregate intrinsic
value disclosures of share options outstanding and exercisable on page F-39 it appears that
your fair value of ordinary shares was about $22.38 per share. On page 108 you disclose
that SKGR provided Webull with a draft letter of intent on November 10, 2023 that
included an equity value of Webull of $5.5 billion. On page 121 you indicate that a
fairness opinion was obtained (that was received on February 27, 2024) indicating a fair
value of Webull between $5.5 billion and $7.7 billion. Based on the number of ordinary
and preferred shares outstanding on December 31, 2023 and assuming conversion of all
preferred shares to ordinary shares at that date, it appears that the fair value of ordinary
shares would range from about $44.79 to $62.71. Please reconcile for us the significant
differences between your apparent deemed fair value per ordinary share of $22.38 at
December 31, 2203 and the fair values implied by the enterprise values in your fairness

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opinions. In your response, specifically tell us the following:
•who participated in the January 8, 2024 issuance of 1,215,817 shares of Series D
preferred stock;
•identify for us which parties are new investors and which parties are prior
shareholders of the Company;
•how the $33.14 per share price was determined and why it does not appear to have
differed from the original issuance price from before January 1, 2022; and
•how you considered that issuance in deriving your fair value of ordinary shares at
December 31, 2023.
            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

United States securities and exchange commission logo
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