Webull Corp (Form: S-8, Received: 08/27/2025 16:17:35)

As filed with the U.S. Securities and Exchange Commission on August 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Webull Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Carillon Parkway St. Petersburg, Florida		33716
(Address of Principal Executive Offices)		(Zip Code)

Webull 2021 Global Share Incentive Plan

(Full title of the plan)

Anquan Wang

Chairman and Chief Executive Officer
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716

(Name and address of agent for service)

(917) 725-2448

(Telephone number, including area code, of agent for service)

Copies to:

Christian O. Nagler, P.C.

Mathieu Kohmann

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Benjamin James, Esq.

General Counsel
Webull Corporation
200 Carillon Parkway
St. Petersburg, Florida 33716

Telephone: (917) 725-2448

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not being, filed with the U.S. Securities and Exchange Commission (the “Commission”), either as part of this registration statement on Form S-8 (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Webull Corporation (the “Registrant”) with the Commission, are incorporated in this Registration Statement by reference:

	(a)	The Registrant’s Annual Report on Form 20-F filed with the Commission on April 25, 2025;

	(b)	The section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the audited financial statements of SK Growth Opportunities Corporation from the Registrant’s final prospectus (File No. 333-288787), filed pursuant to Rule 424(b)(3) of the Securities Act on July 22, 2025;

	(c)	The Registrant’s Report on Form 6-K filed with the Commission on May 23, 2025, May 29, 2025, June 9, 2025, July 3, 2025, July 17, 2025 and August 25, 2025; and

	(d)	The description of the Registrant’s ordinary shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-42597) filed with the Commission on April 10, 2025 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended by the description of the Registrant’s ordinary shares contained in Exhibit 2.6 to the Registrant’s Annual Report on 20-F filed with the Commission on April 25, 2025, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

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Item 6. Indemnification of Directors and Officers.

The laws of the Cayman Islands do not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect or the consequences of committing a crime.

The fifth amended and restated memorandum and articles of association of the Registrant provide that every director (including alternate director), secretary or other officer for the time being and from time to time of the Registrant (but not including the Registrant’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default, willful neglect or fraud, in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) proceedings concerning the Registrant or its affairs in any court or tribunal whether in the Cayman Islands or elsewhere.

The Registrant entered into indemnification agreements with its directors and executive officers under the laws of the Cayman Islands, pursuant to which the Registrant agrees to indemnify each such person against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of the Registrant. The Registrant’s obligations under the indemnification agreements will be subject to certain customary restrictions and exceptions. The form of such indemnification agreement was previously filed as Exhibit 10.2 to the F-4 Registration Statement.

In addition, the Registrant maintains standard policies of insurance under which coverage is provided to its directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit Number		Description of Exhibit

4.1		Fifth Amended and Restated Memorandum and Articles of Association of Webull Corporation (incorporated by reference to Exhibit 1.1 to the Report on Form 6-K filed by Webull Corporation on April 14, 2025)**

4.2		Specimen Class A Ordinary Share Certificate of Webull Corporation (incorporated by reference to Exhibit 4.1 filed with the F-4 Registration Statement on December 5, 2024)**

4.3		Webull Corporation 2021 Global Share Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the F-4 Registration Statement on December 5, 2024)**

5.1		Opinion of Ogier, Cayman Islands Counsel to the Registrant*

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm of Webull Corporation*

23.2		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm to SK Growth Opportunities Corporation*

23.3		Consent of Ogier (included as part of Exhibit 5.1)*

24.1		Power of Attorney (included on the signature page of this Registration Statement)*

107		Filing Fee Table*

*	Filed herewith.
**	Previously filed.

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Item 9. Undertakings.

(a)	The Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Petersburg, Florida, on August 27, 2025.

	WEBULL CORPORATION

	By:	/s/ Anquan Wang
	Name:	Anquan Wang
	Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anquan Wang, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Anquan Wang	Chairman and Chief Executive Officer	August 27, 2025
Anquan Wang	(Principal Executive Officer)

/s/ Anthony Denier	Director and President	August 27, 2025
Anthony Denier

/s/ H. C. Wang	Director and Chief Financial Officer	August 27, 2025
H. C. Wang	(Principal Financial and Accounting Officer)

/s/ Benjamin James	Director and General Counsel	August 27, 2025
Benjamin James

/s/ William Houlihan	Director	August 27, 2025
William Houlihan

/s/ Walter Bishop	Director	August 27, 2025
Walter Bishop

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the undersigned, solely in his capacity as the duly authorized representative of the registrant, has signed this registration statement in the United States, on August 27, 2025.

By:	/s/ Anquan Wang
	Name:	Anquan Wang
	Title:	Chairman and Chief Executive Officer

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Exhibit 5.1

Webull Corporation 200 Carillon Parkway St. Petersburg, Florida 33716	D	+852 6595 3937 / +852 3656 6073
	E	nicholas.plowman@ogier.com / rachel.huang@ogier.com

	Reference: NJP/RYH/505546.00003

27 August 2025

Dear Sirs

Webull Corporation (the Company)

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the Registration Statement), to be filed on or about the date hereof with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 44,400,984 class A ordinary shares of a par value of US$0.00001 each (the ESOP Shares), upon the granting of certain awards under the Company’s 2021 global share incentive plan effective on 5 November 2021 (the Plan).

We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

Documents examined

For the purposes of giving this opinion, we have examined copies or drafts of the following documents:

(a)

the certificate of incorporation of the Company dated 2 September 2019 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

(b)

the second amended and restated memorandum and articles of association of the Company adopted by way of special resolutions passed and effective on 8 June 2021 and filed with the Registrar on 10 June 2021 (the 2021 Memorandum and the 2021 Articles);

(c)

the fourth amended and restated memorandum and articles of association of the Company adopted by way of special resolutions passed and effective on 26 April 2023 and filed with the Registrar on 28 April 2023 (the 2023 Memorandum and the 2023 Articles);

Ogier

Providing advice on British Virgin Islands,
Cayman Islands and Guernsey laws

Floor 11 Central Tower

28 Queen’s Road Central

Central

Hong Kong

T +852 3656 6000

F +852 3656 6001

ogier.com

Partners

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Justin Davis

Joanne Collett

Dennis Li

Cecilia Li

Rachel Huang**

Yuki Yan**

Florence Chan*^‡

Richard Bennett**^‡

James Bergstrom^‡

* admitted in New Zealand

** admitted in England and Wales

^‡ not ordinarily resident in Hong Kong

Page 2 of 6

(d)

the fifth amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 3 December 2024 and effective on 10 April 2025 and filed with the Registrar on 16 April 2025 (the Memorandum and the Articles);

(e)

a certificate of good standing dated 5 August 2025 issued by the Registrar in respect of the Company (the Good Standing Certificate);

(f)

the listed register of members of the Company provided to us on 19 August 2025 showing the issued share capital of the Company as at 18 August 2025 as 410,508,855 class A ordinary shares of a par value of US$0.00001 each and 82,988,016 class B ordinary shares of a par value of US$0.00001 each (the Listed Register of Members);

(g)

the register of directors and officers of the Company filed with the Registrar on 16 June 2025 (the Register of Directors, together with the Listed Register of Members, the Registers);

(h)

a certificate from a director of the Company dated 27 August 2025 as to certain matters of facts (the Director's Certificate);

(i)

the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 26 August 2025 (the Register of Writs);

(j)

a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 26 August 2025 (the CORIS Search);

(k)

copies of the written resolutions of all the directors of the Company passed on 5 November 2021 and 9 April 2025 (collectively, the Board Resolutions), and minutes of the regular meeting of the board of directors of the Company held on 3 December 2024 dated 3 December 2024 (the Board Minutes, together with the Board Resolutions, the Board Approvals), approving, among other things, the Company's filing of the Registration Statement, the adoption of the Plan, issuance of the ESOP Shares and adjustments of the number of ESOP Shares issuable under the Plan;

(l)

the Plan; and

(m)

the Registration Statement.

Assumptions

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

(a)

all original documents examined by us are authentic and complete;

(b)

all copies of documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

(c)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

Page 3 of 6

(d)

each of the Good Standing Certificate, the Registers, and the Director’s Certificate is accurate and complete as at the date of this opinion;

(e)

the CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered;

(f)

the Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register;

(g)

all copies of the Registration Statement are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

(h)

the Board Approvals remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Plan and the Registration Statement and no director has a financial interest in or other relationship to a party of the transactions contemplated in the Plan and/or the Registration Statement which has not been properly disclosed in any of the Board Approvals;

(i)

each of the Plan and the Registration Statement has been duly authorised and duly executed and unconditionally delivered by or on behalf of the Company in accordance with all relevant laws (other than the laws of the Cayman Islands);

(j)

one of the persons within the category of persons nominated in the Board Resolutions as authorised to execute the Plan, the Registration Statement and the documents contemplated thereunder on behalf of the Company in fact executed those documents with the intention to bind the Company;

(k)

each of the Plan and the Registration Statement is legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands);

(l)

if an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction;

(m)

the ESOP Shares shall be issued at an issue price in excess of the par value thereof;

(n)

the capacity, power, authority and legal right of the Company under all relevant laws and regulations (other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan;

(o)

no moneys paid to or for the account of any party under the Plan represent, or will represent, criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised), and the Terrorism Act (Revised) respectively). None of the parties to the Plan is acting or will act in relation to the transactions contemplated by the Plan, in a manner inconsistent with sanctions imposed by Cayman Islands authorities, or United Nations or United Kingdom sanctions or measures extended by statutory instrument to the Cayman Islands by orders of His Majesty in Council;

Page 4 of 6

(p)

the Company has received, or will receive, money or money’s worth (the Consideration) in consideration for the issue of the ESOP Shares, and none of the ESOP Shares have, or will be, issued for less than their par value;

(q)

neither the directors nor the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver or restructuring officer has been appointed over any of the Company’s property or assets;

(r)

none of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

(i)

the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

(ii)

neither the execution or delivery of the Plan nor the exercise by any party to the Plan of its rights or the performance of its obligations under them contravene those laws or public policies;

(s)

there are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Plan or the transactions contemplated by the Plan or restrict the powers and authority of the Company in any way; and

(t)

none of the transactions contemplated by the Plan relate to any partnership interests, shares, voting rights in a Cayman Islands company, limited liability company, limited liability partnership, limited partnership, foundation company, exempted limited partnership, or any other person that may be prescribed in regulations from time to time (a Legal Person) or to the ultimate effective control over the management of a Legal Person (the Relevant Interests) that are subject to a restrictions notice issued pursuant to the Beneficial Ownership Transparency Act (Revised) of the Cayman Islands (a Restrictions Notice).

Opinions

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

Valid Issuance of ESOP Shares

(a)

the ESOP Shares to be offered and issued by the Company pursuant to the provisions of the Plan, having been duly authorised and, when issued by the Company upon:

(i)

payment in full of the Consideration as set out in the provisions of the Plan and in accordance with the provisions of the Plan, the then effective memorandum and articles of association of the Company, the Board Approvals; and

(ii)

the entry of those ESOP Shares as fully paid on the register of members of the Company,

shall be validly issued, fully paid and non-assessable.

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Limitations and Qualifications

4.1

We offer no opinion:

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Plan and/or the Registration Statement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

4.2

Under the Companies Act (as revised) of the Cayman Islands (the Companies Act), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.3

Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

4.4

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

4.5

In this opinion, the phrase “non-assessable” means, with respect to the ESOP Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the ESOP Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

4.6

Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

(a)

any current or pending litigation in the Cayman Islands against the Company; or

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

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Governing law of this opinion

5.1

This opinion is:

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b)

limited to the matters expressly stated in it; and

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2

Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

Reliance

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion may be used only in connection with the issuance of the ESOP Shares while the Registration Statement is effective.

Yours faithfully

/s/ Ogier
Ogier

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 25, 2025, with respect to the consolidated financial statements of Webull Corporation, incorporated herein by reference.

/s/ KPMG LLP

New York, New York
August 27, 2025

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated March 27, 2025, which includes an explanatory paragraph regarding SK Growth Opportunities Corporation’s ability to continue as a going concern, relating to the financial statements of SK Growth Opportunities Corporation as of and for the years ended December 31, 2024 and 2023, which is incorporated by reference in that Prospectus.

/s/ WithumSmith+Brown, PC

New York, New York

August 27, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Webull Corporation

Table 1: Newly Registered and Carry Forward Securities


Line Item Type	Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Newly Registered Securities
Fees to be Paid	Equity	Ordinary shares, par value $0.00001 per share, issuable upon exercise of options outstanding pursuant to the Webull Corporation 2021 Global Share Incentive Plan	(1)	Other	33,057,765	$	0.13	$	4,297,509.45	0.0001531	$	657.95
Fees to be Paid	Equity	Ordinary shares, par value $0.00001 per share, issuable upon conversion of restricted share units outstanding pursuant to the Webull Corporation 2021 Global Share Incentive Plan	(2)	Other	8,046,477		14.19		114,179,508.63	0.0001531		17,480.89
Fees to be Paid	Equity	Ordinary shares, par value $0.00001 per share, reserved for issuance pursuant to the Webull Corporation 2021 Global Share Incentive Plan	(3)	Other	3,296,742	$	14.19	$	46,780,768.98	0.0001531	$	7,162.14

Total Offering Amounts:								$	165,257,787.06			25,300.98
Total Fees Previously Paid:												0.00
Total Fee Offsets:												0.00
Net Fee Due:											$	25,300.98

__________________________________________
Offering Note(s)

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional Class A ordinary shares, $0.00001 par value (the “ordinary shares”) of Webull Corporation (the “Registrant”) that become issuable under the Webull Corporation 2021 Global Share Incentive Plan (the “Incentive Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction.

The amount to be registered represents ordinary shares issuable upon the exercise of outstanding options granted under the Incentive Plan as of the date of this Registration Statement, and the corresponding proposed maximum offering price per share represents the weighted average exercise price of such outstanding options, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) under the Securities Act.

(2)

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional ordinary shares that become issuable under the Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction.

Represents Class A ordinary shares issuable upon the settlement of outstanding restricted share units granted under the Incentive Plan as of the date of this Registration Statement.

Estimated for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the ordinary shares reported on Nasdaq on August 21, 2025, which was approximately $14.19 per ordinary share.

(3)

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional ordinary shares that become issuable under the Incentive Plan by reason of any share dividend, share split, recapitalization or other similar transaction.

Represents ordinary shares issuable pursuant to the Incentive Plan which shares consist of 3,296,742 ordinary shares reserved and available for delivery with respect to awards under the Incentive Plan, including options, restricted shares, restricted share units or other types of awards approved pursuant to the Incentive Plan.

Estimated for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the ordinary shares reported on Nasdaq on August 21, 2025, which was approximately $14.19 per ordinary share.