425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2025

SK Growth Opportunities Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41432	98-1643582
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

228 Park Avenue S #96693 New York, New York	10003
(Address of principal executive offices)	(Zip Code)

(917) 599-1622

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	SKGRU	The Nasdaq Stock Market LLC
Class A Ordinary Shares	SKGR	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	SKGRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is an investor presentation, dated March 28, 2025, that is related to the incentive warrants to be issued by Webull Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Webull”), in connection with the closing of the proposed business combination by and among SK Growth Opportunities Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”) and Webull.

The information in Exhibit 99.1 is presented as of the particular date or dates referenced therein, and except as may be required by applicable law, neither the Company nor Webull undertakes any obligation to, and disclaims any duty to, update any of the information provided therein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (this “Current Report”) will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.

Item 8.01 Other Events.

As of March 26, 2025, the redemption price per Class A ordinary share of the Company was approximately $11.75, based on the aggregate amount on deposit in the Company’s trust account which was approximately $114,351,821.24, divided by the total number of issued and outstanding shares of Class A ordinary shares of the Company. The closing price of the Class A ordinary shares on Nasdaq on March 27, 2025 was $12.51.

Forward-Looking Statements

This Current Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Webull, market size and growth opportunities, competitive position and technological and market trends, estimated implied pro forma enterprise value of the combined company following the Mergers (as defined in the Business Combination Agreement, which is defined in the Company’s and Webull’s definitive proxy statement/prospectus, dated March 10, 2025 (the “Definitive Proxy Statement/Prospectus”) (the “Combined Company”), the cash position of the Combined Company following the closing of the proposed Transactions (as defined in the Business Combination Agreement), the Company and Webull’s ability to consummate the Transactions, and expectations related to the terms and timing of the Transactions, as applicable, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. All forward-looking statements are based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company and Webull as of the date of this Current Report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to the Company or Webull and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company, Webull or others following the announcement of the Transactions, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the amount of redemption requests made by the Company’s public shareholders and the inability to complete the Transactions due to the failure to obtain approval of the shareholders of the Company, to obtain financing to complete the business combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Mergers that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Mergers; (5) the ability to meet, or continue to meet, stock exchange listing standards; (6) the risk that the Transactions disrupt current plans and operations of Webull as a result of the announcement and consummation of the Transactions; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of Webull to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the business combination; (9) risks associated with changes in applicable laws or regulations and Webull’s international operations; (10) the possibility that Webull or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; (11) Webull’s estimates of expenses and profitability; (12) Webull’s mission, goals and strategies; (13) Webull’s future business development, financial condition and results of operations; (14) expected growth of the global digital trading and investing services industry; (15) expected changes in Webull’s revenues, costs or expenditures; (16) Webull’s expectations regarding demand for and market acceptance of its products and service; (17) Webull’s expectations regarding its relationships with users, customers and third-party business partners; (18) competition in Webull’s industry; (19) relevant government policies and regulations relating to Webull’s industry; (20) general economic and business conditions globally and in jurisdictions where Webull operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not exhaustive. You should carefully consider the risks and uncertainties described in the “Risk Factors” section in the annual report on Form 10-K for year ended December 31, 2024 of the Company and the “Risk Factors” section of the Definitive Proxy Statement/Prospectus, as may be further amended or supplemented, relating to the Transactions and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither the Company nor Webull presently know or that the Company or Webull currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company and Webull assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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Additional Information and Where to Find It

In connection with the Transactions, the Company and Webull have prepared, and Webull has filed, a registration statement on Form F-4 with the SEC, which includes a proxy statement that was distributed to the Company’s shareholders in connection with its solicitation for proxies for the vote by the Company’s shareholders in connection with the Transactions. Such registration statement was declared effective by the SEC on March 10, 2025, and the Company and Webull filed the Definitive Proxy Statement/Prospectus on March 10, 2025. The Company has mailed the Definitive Proxy Statement/Prospectus and other relevant documents to its stockholders as of March 6, 2025, the record date established for voting on the Transactions. You are urged to read the Definitive Proxy Statement/Prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about the Company, Webull and the Transactions. Shareholders of the Company are able to obtain free copies of the Definitive Proxy Statement/Prospectus, as well as other filings containing information about the Company, Webull and the Transactions, without charge, at the SEC’s website located at www.sec.gov. This Current Report does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in Solicitation

The Company, Webull and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Transactions. You can find information about the Company’s directors and executive officers and their interest in the Company can be found in its Annual Report on Form10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 29, 2024. A list of the names of the directors, executive officers, other members of management and employees of the Company and Webull, as well as information regarding their interests in the Transactions, are included in the definitive proxy/prospectus filed with the SEC by the Company and Webull. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above. 

No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions, and does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, Webull or the Combined Company, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation, dated as of March 28, 2025

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 28, 2025

SK GROWTH OPPORTUNITIES CORPORATION
By:	/s/ Derek Jensen
Name:	Derek Jensen
Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Webull Corporation: Incentive Warrants March 2025

Disclaimer Capitalized terms used and not otherwise defined in this presentation shall have the meanings ascribed to them in the definit ive proxy statement/prospectus dated March 10, 2025 (the "Proxy Statement"), that was prepared by the Company and Webull in connection with the proposed Business Combination. We encourage you to carefully read Proxy Statement in its entirety. About this Presentation. This Presentation has been prepared by SK Growth Opportunities Corporation (“SPAC” or “SKGR”) and Webull Corporation (the “Co mpa ny”, “we” or “Webull”) in connection with a potential business combination involving SPAC and the Company (the “Transaction” or the “Business Combination”). This Presentation is preliminary in nature and solely for inf ormation and discussion purposes and must not be relied upon for any other purpose. For the purpose of this notice, “Presentation” shall mean and include the slides that follow, the oral presentation of the sl ide s by members of SPAC or the Company or any person on their behalf, the question - and - answer session that follows that oral presentation, copies of this document and any materials distributed at, or in connection with, that presentation. By acceptin g t his Presentation, participating in the meeting, or by reading the Presentation slides, you will be deemed to have (i) acknowledged and agreed to the following conditions, limitations and notifications and made the following undertakings, and ( ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this Presentation. This Presentation does not constitute (i) an offer or invitation for the sale or purchase of the securities, assets or busine ss described herein or a commitment of the Company or SPAC with respect to any of the foregoing, or (ii) a solicitation of proxy , consent or authorization with respect to any securities or in respect of the Transaction, and this Presentation shall not for m t he basis of any contract, commitment or investment decision and does not constitute either advice or recommendation regarding any securities. The Company and SPAC expressly reserve the right, at any time and in any respect, to amend or termi nat e this process, to terminate discussions with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Company and SPAC. Any offer to se ll securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated there under (collec tiv ely, the “Securities Act”), for offers and sales of securities that do not involve a public offering. Except where otherwise indicated, this Presentation speaks as of the date hereof. The information contained in this Presentat ion replaces and supersedes, in its entirety, information of all prior versions of similar presentations. This Presentation does no t purport to contain all information that may be required for or relevant to an evaluation of the Transaction. No representatio n o r warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained herein. Neither the Company, SPAC, nor any of their respective director s, officers, partners, employees, affiliates, agents, advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or oth erwise arising in connection with this Presentation. The information set out herein has not been independently verified and may be subject to updating, completion, revision and amendment and such information may change materially. Further, this Pres ent ation should not be construed as legal, tax, investment or other advice, and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. You will be responsible fo r conducting any investigations and analysis that is deemed appropriate and should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and per form your own independent investigation and analysis with respect to the Transaction, any investment in SPAC or the Company and the transactions contemplated in this Presentation. SPAC and the Company reserve the right to amend or replace this Presentation at any time but none of SPAC and the Company, th eir respective subsidiaries, affiliates, legal advisors, financial advisors or agents shall have any obligation to update or supplement any content set forth in this Presentation or otherwise provide any additional information to you in connection wi th the Transaction should circumstances, management’s estimates or opinions change or any information provided in this Presentation become inaccurate. 1

Disclaimer (cont’d) Forward - Looking Statements. This Presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Presentation, including statements as to future results of operations and financial positio n, planned products and services, business strategy and plans, objectives of management for future operations of the Company, market size and growth opportunities, competitive position and technological and market trends, estimated implied pro forma e nte rprise value of the combined company following the Transactions (the “Combined Company”), the cash position of the Combined Company following the closing of the proposed Transaction, SPAC and the Company’s ability to consummate the Transact ion s, and expectations related to the terms and timing of the Transactions, as applicable, are forward - looking statements. Some of these forward - looking statements can be identified by the use of forward - looking words, including “anticipat e,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “esti mat es,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of th em or similar terminology although not all forward - looking statements contain such terminology. All forward - looking statements a re based upon current estimates and forecasts and reflect the views, assumptions, expectations, and opinions of SPAC and the Com pan y as of the date of this Current Report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to SPAC or the Company and could cause actual results to differ materially from those expres sed or implied by such forward - looking statements. Some of these factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) t he outcome of any legal proceedings that may be instituted against SPAC, the Company or others following the announcement of the Transactions, the Business Combination Agreement and other ancillary documents with respect thereto; (3) the amount of re demption requests made by SPAC public shareholders and the inability to complete the Transactions due to the failure to obtain approval of the shareholders of SPAC, to obtain financing to complete the business combination or to satisfy other con dit ions to closing and; (4) changes to the proposed structure of the Transactions that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; (5) the abil ity to meet, or continue to meet, stock exchange listing standards; (6) the risk that the Transaction disrupts current plans and operations of the Company as a result of the announcement and consummation of the Transactions; (7) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management a nd key employees; (8) costs related to the business combination; (9) risks associated with changes in applicable laws or regulations and the Company’s international operations; (10) the possibility that the Company or the Combined Company may be adv ersely affected by other economic, business, and/or competitive factors; (11) the Company’s estimates of expenses and profitability; (12) the Company’s mission, goals and strategies; (13) the Company’s future business development, financial co ndi tion and results of operations; (14) expected growth of the global digital trading and investing services industry; (15) expe cte d changes in the Company’s revenues, costs or expenditures; (16) the Company’s expectations regarding demand for and market acc ept ance of its products and service; (17) the Company’s expectations regarding its relationships with users, customers and third - party business partners; (18) competition in the Company’s industry; (19) relevant government policies and regulations rel ating to the Company’s industry; (20) general economic and business conditions globally and in jurisdictions where the Company operates; and (21) assumptions underlying or related to any of the foregoing. The foregoing list of factors is not ex hau stive. You should carefully consider the risks and uncertainties described in the “Risk Factors” section in the annual report on Form 10 - K for year ended December 31, 2023 of SPAC, and any additional risks and uncertainties described in the “Risk Factors” s ection in the quarterly reports on Form 10 - Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30. 2024 of SPAC, and the “Risk Factors” section of the definitive proxy statement/prospectus, as may be further amended or s upp lemented, relating to the Transactions and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those co nta ined in the forward - looking statements. There may be additional risks that neither SPAC nor the Company presently know or that SPAC or the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. In light of these factors, risks and uncertainties, the forward - looking events and circumstances discussed in this Current Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Current Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward - looking statements. SPAC and the Company assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise, except as required by law. 2

Disclaimer (cont’d) Additional Information. In connection with the Transaction, SPAC and the Company have prepared, and the Company has filed, a registration statement o n F orm F - 4 with the SEC, which includes a proxy statement that was distributed to SPAC’s shareholders in connection with SPAC’s solicitation for proxies for the vote by SPAC’s shareholders in connection with the Tr ans action. Such registration statement was declared effective by the SEC on March 10, 2025, and SPAC and the Company filed a definitive proxy statement and prospectus on March 10, 2025. SPAC has mailed the definitive proxy statement/prospectus and ot her relevant documents to its stockholders as of March 6, 2025, the record date established for voting on the Transaction. You are urged to read the definitive proxy statement/prospectus and any other relevant documents filed with the SEC when they be come available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about SPAC, the Company and the Transaction. Shareholders of SPAC are able to obtain a f ree copy of the definitive proxy statement, as well as other filings containing information about SPAC, the Company and the Transaction, without charge, at the SEC’s website located at www.sec.gov . Participants in Solicitation. SPAC, the Company and their respective directors, executive officers, other members of management, and employees, under SEC r ule s, may be deemed to be participants in the solicitation of proxies from SPAC's shareholders in connection with the Transaction. You can find information about SPAC's directors and executive officers and t hei r interest in SPAC can be found in SPAC's Annual Report on Form10 - K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 29, 2024. A list of the names of the directors, executive officers, other members of manageme nt and employees of SPAC and the Company, as well as information regarding their interests in the Transaction, are included in the definitive proxy statement/prospectus filed with the SEC by the Company. Additional information regarding the interest s o f such potential participants in the solicitation process may also be included in other relevant documents when they are file d with the SEC. You may obtain free copies of these documents from the sources indicated above. No Offer or Solicitation. This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitati on of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdict ion . No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Secur iti es Act, or an exemption therefrom. Trademarks. This Presentation may contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM© or ® symbols, but such references are not inten ded to indicate, in any way, that SPAC, the Company or the third parties will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owners or licensors to these trademarks, service marks , trade names and cop yri ghts. Neither SPAC, the Company, nor any of their respective directors, officers, employees, affiliates, advisors, representatives or agents, makes any representation or warranty of any kind, express or implied, as to the value that may be realized in connect ion with the Transaction, the legal, regulatory, tax, financial, accounting or other effects of the Transaction or the timeliness , a ccuracy or completeness of the information contained in this Presentation, and none of them shall have any liability based on or arising from, in whole or in part, any information contained in, or omitted from, this Presentation or for any other written or oral communication transmitted to any person or entity in the course of its evaluation of the Transaction, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special, or con seq uential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in connectio n w ith the use of the information herein. 3

Proposed Issuance of Incentive Warrants by Webull 4 • Webull Corporation (“ Webull ”), upon consummation of the Business Combination ISSUER • Incentive warrants (each, a “Warrant”), to be listed under the proposed symbol “BULLZ” SECURITY • 1 Warrant per redeemable Class A ordinary share of SKGR held by a holder of such share on the day of Closing AMOUNT ISSUED • Each Warrant may be exercised at the specified exercise price (the “Exercise Price”) to purchase 1 Class A ordinary share of Webull (each, a “ Webull Share”) • Cash - basis exercise EXERCISE STRUCTURE • The Warrants will expire on the earliest to occur of: • 4 years after the Closing Date; • the liquidation of Webull ; and • the Redemption Date (as defined in the Incentive Warrant Agreement) WARRANT DURATION • Initial Exercise Price of $10.00 at Closing • Exercise Price can ratchet down semiannually based on 30 - day trailing VWAP (as defined in the Incentive Warrant Agreement) performance of the Webull Shares (the “Benchmark Price”): • 6 - months after the Closing Date, if the Benchmark Value is below $8.00 per Webull Share, the Exercise Price is reduced to $8.00 and the Reference Price (as defined below) to $16.00; • 12 - months after the Closing Date, if the Benchmark Value is below $7.00 per Webull Share, the Exercise Price is reduced to $7.00 and the Reference Price to $15.00; • 18 - months after the Closing Date, if the Benchmark Value is below $6.00 per Webull Share, the Exercise Price is reduced to $6.00 and the Reference Price to $14.00; and • 24 - months after the Closing Date, if the Benchmark Value is below $5.00 per Webull Share, the Exercise Price is reduced to $5.00 and the Reference Price to $13.00 WARRANT EXERCISE PRICE • Warrants may be redeemed, at a redemption price of $0.01 per Warrant, at Webull’s option at any time such Warrants are exercisable and prior to their expiration if: • the VWAP on the Webull Shares for any 30 trading - day period ending on the third trading day prior to the date on which notice of the redemption is given equals or exceeds $18.00 per Webull Share (as may be adjusted, the “Reference Price”); and • there is an effective registration statement covering the issuance of Webull Shares issuable upon exercise of the Incentive Warrants, and a current prospectus relating thereto, available throughout the period of not less than 30 days prior to the da te of redemption WARRANT EXERCISE CAP / REDEMPTION FEATURE This summary of the terms of the Warrants is not complete and this summary is explicitly qualified by reference to the Incent ive Warrant Agreement as will be in effect at the closing of the business combination and a form of which has been filed as an ex hi bit to the Registration Statement on Form F - 4 filed by Webull with the SEC in connection with the proposed Business Combination.