Webull Amends 20-F, Leans on Cayman Governance Exemptions

TL;DR

**Webull's governance structure, heavily reliant on exemptions and controlled by Anquan Wang, signals higher risk for minority shareholders.**

AI Summary

Webull Corporation filed an Amendment No. 1 on Form 20-F/A on December 18, 2025, to its Annual Report for the fiscal year ended December 31, 2024. This amendment primarily updates the disclosure in Item 16G, Corporate Governance, of the original filing dated April 25, 2025. The company, a Cayman Islands entity listed on Nasdaq, explicitly states its reliance on home country practice exemptions from several Nasdaq corporate governance rules. Specifically, Webull will not adhere to Nasdaq Rule 5605(c)(2)(A) requiring at least three audit committee members, Nasdaq Rule 5620 for annual shareholder meetings within one year of fiscal year-end, and Nasdaq Rule 5635 for shareholder approval on certain security issuances, including equity compensation plans. Furthermore, Webull identifies itself as a "controlled company" under Nasdaq rules, with Mr. Anquan Wang owning approximately 79.30% of its total voting power through all issued and outstanding Webull Class B Ordinary Shares. This controlled company status allows Webull to rely on exemptions from Nasdaq rules requiring a majority independent board, independent director selection for nominees, and a compensation committee solely of independent directors. The company currently utilizes all these controlled company exemptions, potentially affording shareholders less protection than U.S. domestic issuers.

Why It Matters

This 20-F/A filing reveals Webull's strategic decision to leverage foreign private issuer and controlled company exemptions from Nasdaq's corporate governance standards. For investors, this means less oversight from independent directors on the board, audit committee, and compensation committee, which could increase governance risk and reduce shareholder protections compared to fully compliant U.S. peers. Employees might see compensation decisions made with less independent scrutiny. Competitively, this approach could allow Webull more operational flexibility but might also deter institutional investors who prioritize robust governance, potentially impacting its valuation against rivals like Robinhood or Charles Schwab that adhere to stricter U.S. standards. The broader market will observe if this governance structure impacts investor confidence and capital attraction for foreign private issuers.

Risk Assessment

Risk Level: high — The risk level is high due to Webull's extensive reliance on both foreign private issuer and controlled company exemptions from Nasdaq corporate governance rules. Specifically, the company is exempt from having a majority independent board, an audit committee with at least three members, and a compensation committee composed solely of independent directors. Mr. Anquan Wang's 79.30% voting power as of the amendment date solidifies his control, potentially limiting minority shareholder influence and increasing the risk of decisions not fully aligned with broader shareholder interests.

Analyst Insight

Investors should carefully re-evaluate Webull's corporate governance structure and its implications for shareholder rights and oversight. Consider the potential for reduced independent scrutiny on key decisions, and factor this into your risk assessment before making investment decisions. Monitor future filings for any changes in Webull's reliance on these exemptions.

Key Numbers

• 79.30% — Voting Power (Percentage of total voting power held by Mr. Anquan Wang, making Webull a 'controlled company' and enabling exemptions from Nasdaq governance rules.)
• 2024 — Fiscal Year End (The fiscal year covered by the amended annual report, indicating the period for which governance practices are being clarified.)
• December 18, 2025 — Amendment Filing Date (Date the 20-F/A was filed, updating corporate governance disclosures.)
• April 25, 2025 — Original Filing Date (Date of the initial 20-F filing that this amendment revises.)
• 3 — Audit Committee Members (Minimum number of audit committee members required by Nasdaq Rule 5605(c)(2)(A), from which Webull is exempt.)
• 1 — Year for Annual Meeting (Maximum period after fiscal year-end for holding an annual meeting under Nasdaq Rule 5620, from which Webull is exempt.)
• $11.50 — Warrant Exercise Price (The price at which each whole warrant (BULLW) can be exercised for one Class A Ordinary Share.)
• 42,726,634 — Class A Shares Outstanding (pre-BC) (Number of Webull Class A Ordinary Shares outstanding as of December 31, 2024, before the Business Combination.)
• 378,463,226 — Class A Shares Outstanding (post-BC) (Number of Webull Class A Ordinary Shares outstanding after giving effect to the Business Combination as of the Closing Date.)
• 82,988,016 — Class B Shares Outstanding (post-BC) (Number of Webull Class B Ordinary Shares outstanding after giving effect to the Business Combination as of the Closing Date.)

Key Players & Entities

• Webull Corporation (company) — Registrant filing the 20-F/A
• Anquan Wang (person) — CEO and controlling shareholder with 79.30% voting power
• Nasdaq Stock Market LLC (regulator) — Exchange where Webull's securities are registered
• SEC (regulator) — Securities and Exchange Commission
• Cayman Islands (regulator) — Jurisdiction of incorporation and home country for governance practices
• Benjamin James, Esq. (person) — General Counsel of Webull Corporation
• $0.00001 (dollar_amount) — Par value per Class A Ordinary Share
• $11.50 (dollar_amount) — Exercise price per warrant for Class A Ordinary Share
• 42,726,634 (dollar_amount) — Webull Class A Ordinary Shares outstanding as of December 31, 2024 (pre-Business Combination)
• 79.30% (dollar_amount) — Percentage of total voting power owned by Mr. Anquan Wang

FAQ

Risk Factors

• Reliance on Home Country Practice Exemptions [medium — regulatory]: Webull Corp, as a Cayman Islands company listed on Nasdaq, relies on home country practice exemptions for Nasdaq's audit committee size (minimum 3 members), annual shareholder meeting timing (within one year of fiscal year-end), and shareholder approval for certain security issuances. This deviation from Nasdaq standards may offer shareholders less protection than U.S. domestic issuers.
• Controlled Company Status Exemptions [high — regulatory]: Due to Mr. Anquan Wang's 79.30% voting power, Webull is a 'controlled company' and exempt from Nasdaq rules requiring a majority independent board, independent director selection for nominees, and an independent compensation committee. This status significantly reduces independent oversight and shareholder protection.

Industry Context

Webull operates in the competitive online brokerage and financial services industry, which is characterized by rapid technological advancements and increasing demand for user-friendly trading platforms. The industry faces evolving regulatory scrutiny globally, impacting how firms offer services and manage client assets. Competition is intense from established players and emerging fintech companies, driving innovation in trading tools, educational resources, and fee structures.

Regulatory Implications

Webull's reliance on home country practice exemptions and controlled company status presents significant regulatory implications. Shareholders may have reduced protections compared to U.S. domestic issuers due to fewer independent board members and audit committee oversight. The company must ensure compliance with Cayman Islands corporate law while navigating the Nasdaq listing requirements.

What Investors Should Do

1. Review the specific Nasdaq rules from which Webull is exempt (audit committee size, annual meetings, shareholder approval for issuances) and assess the impact on shareholder rights and protections.
2. Evaluate the implications of Mr. Anquan Wang's 79.30% voting control on corporate decision-making and potential conflicts of interest.
3. Consider the reduced independent oversight due to the 'controlled company' status and its effect on board accountability and executive compensation practices.

Key Dates

• 2024-12-31: Fiscal Year End — This is the period for which the annual report, including the corporate governance disclosures, is filed.
• 2025-04-25: Original Filing Date — The initial Form 20-F was filed on this date, with the amendment updating specific governance disclosures.
• 2025-12-18: Amendment No. 1 Filing Date — This amendment updates Item 16G (Corporate Governance) of the original filing, clarifying the company's reliance on exemptions.

Glossary

Form 20-F/A

An amendment to an annual report filed by foreign private issuers with the U.S. Securities and Exchange Commission. (This filing is an amendment to Webull's annual report, specifically updating corporate governance disclosures.)

Home Country Practice Exemption

An exemption allowing foreign private issuers listed on U.S. exchanges to follow their home country's corporate governance rules instead of certain Nasdaq or NYSE rules. (Webull relies on this to deviate from Nasdaq's requirements for audit committee size, annual meetings, and shareholder approval for security issuances.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, a group, or another company. (Webull is a controlled company due to Mr. Anquan Wang's 79.30% voting power, allowing it to use exemptions from Nasdaq's independent director and compensation committee rules.)

Class B Ordinary Shares

A class of shares that carries significant voting power, often held by founders or key insiders. (Mr. Anquan Wang holds all Class B Ordinary Shares, representing 79.30% of the total voting power, which designates Webull as a controlled company.)

Business Combination

A merger, acquisition, or other transaction that combines two or more companies. (The number of outstanding shares changed significantly after the Business Combination, as noted in the filing.)

Year-Over-Year Comparison

This filing is an amendment (20-F/A) to the original Form 20-F filed on April 25, 2025. The primary purpose of the amendment is to update and restate Item 16G, Corporate Governance. No other changes to the original filing's disclosures are indicated, meaning financial metrics and other operational details from the original filing remain as previously reported for the fiscal year ended December 31, 2024.

Key Financial Figures

• $0.00001 — red Class A Ordinary Shares, par value $0.00001 per share BULL The Nasdaq Stock Market
• $11.50 — Ordinary Share at an exercise price of $11.50 per share BULLW The Nasdaq Stock Market

Filing Documents

• ea0270109-20fa1_webull.htm (20-F/A) — 56KB
• ea027010901ex12-1_webull.htm (EX-12.1) — 9KB
• ea027010901ex12-2_webull.htm (EX-12.2) — 9KB
• ea027010901ex13-1_webull.htm (EX-13.1) — 4KB
• ea027010901ex13-2_webull.htm (EX-13.2) — 4KB
• 0001213900-25-123319.txt ( ) — 333KB
• bull-20241231.xsd (EX-101.SCH) — 4KB
• bull-20241231_def.xml (EX-101.DEF) — 20KB
• bull-20241231_lab.xml (EX-101.LAB) — 42KB
• bull-20241231_pre.xml (EX-101.PRE) — 22KB
• ea0270109-20fa1_webull_htm.xml (XML) — 9KB

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE As a Cayman Islands company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We rely on the home country practice exemption available to foreign private issuers for the requirement under (a) Nasdaq Rule 5605(c)(2)(A) that the audit committee must have at least three members; (b) Nasdaq Rule 5620 that each issuer must hold an annual meeting of shareholders no later than one year after the end of the issuer's fiscal year-end; and (c) Nasdaq Rule 5635 that shareholder approval is required prior to certain issuances of securities, including Nasdaq Rule 5635(c), pursuant to which companies listed on Nasdaq are required to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan or other equity compensation arrangement is established or materially amended. We will, however, hold annual shareholders meetings in the future if there are matters that require shareholders' approval. We may choose to follow additional home country practices in the future. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market's corporate governance listing standards applicable to U.S. domestic issuers. We are a "controlled company" as defined under the Nasdaq rules because Mr. Anquan Wang owns all of our issued and outstanding Webull Class B Ordinary Shares, or approximately 79.30% of our total voting power as of the date of this Amendment. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may continue to rely, on certain exemptions from Nasdaq corporate gover

EXHIBITS

ITEM 19. EXHIBITS Exhibit Index Exhibit No. Description 12.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 13.1** CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13.2** CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith. ** Furnished herewith. 2 SIGNATURE The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. December 18, 2025 WEBULL CORPORATION By: /s/ Anquan Wang Name: Anquan Wang Title: Chief Executive Officer 3

View Full Filing

View this 20-F/A filing on SEC EDGAR