- Webull Corporation is the owner of the popular Webull
platform, which provides a full suite of financial products
including in-depth data and analytic tools to 20 million registered
users globally
- Comprehensive product offerings with competitive pricing,
including zero-commission trading in the
United States and low trading commissions in other
markets
- Proposed transaction represents an implied pro forma
enterprise value of approximately $7.3
billion for the combined company
ST.
PETERSBURG, Fla., Feb. 28,
2024 /PRNewswire/ -- Webull Corporation
("Webull" or the "Company"), a leading digital investment platform,
and SK Growth Opportunities Corporation (NASDAQ: SKGR) ("SK
Growth"), a publicly traded special purpose acquisition company,
today announced that they have entered into a definitive business
combination agreement (the "Business Combination Agreement"). Upon
completion of the transaction contemplated by the Business
Combination Agreement (the "Proposed Transaction"), the combined
company (the "Combined Company") will retain its name as "Webull
Corporation" and its ordinary shares are expected to be listed on
NASDAQ under a new ticker symbol.
Webull: Platform of Choice for a New Generation of
Investors
Webull is a leading digital investment platform built upon a
next-generation, global infrastructure. The Company differentiates
from other online investment platforms and legacy investment
service providers by offering an intuitive user experience and
extensive functionality constructed to help customers build wealth
over time.
Webull launched in the United
States in 2018 and has since expanded to Asia Pacific, Europe and Latin
America. Today, the Webull App has been downloaded more than
40 million times and has 20 million registered users globally.
Webull Investment Highlights
- Leading Digital Trading Platform: Licensed as
broker-dealer in 10 major markets and operates in 15 regions
globally with approximately $370
billion in equity notional volumes and 430 million options
contracts traded through Webull platform in 2023.
- Best-in-Class Product Offerings: Provides
professional-grade trading experience, the most advanced market
data and charting tools from 42 exchanges, and a sleek and
user-friendly interface across mobile, tablet, wearable and desktop
devices.
- Strong Industry Tailwinds: Multiple levers for growth
including digital interaction increasing retail participation,
accessibility of financial information, and globalization of retail
investing.
- Blue-Chip Institutional Backing: Supported by blue-chip,
global shareholders including General Atlantic, Coatue Management,
Lightspeed Venture Partners, and J. Rothschild Capital
Management.
- Global Vision with Local Execution: Seasoned global
management team combining talents from both technology and
financial service industries with a proven track record of scaling
and executing growth plans in local markets.
Management Commentary
Anquan Wang, Founder and CEO
of Webull Corporation
"The business combination with SK Growth marks a significant
milestone for Webull. We believe SK Growth's partnership and
experience fully aligns with our long-term vision to make Webull
the platform of choice for the new generation of investors
globally."
Anthony Denier, Group
President of Webull Corporation
"Webull addresses critical pain points within the retail
investing customer landscape, where traditional providers offer
restricted mobile functionality and are suited for investors behind
a computer. Webull was created to bridge the gap by providing users
with both advanced trading capabilities and robust educational
resources. We expect this business combination will enable us to
further expand our holistic approach to retail investors."
Richard Chin, CEO and Director
of SK Growth Opportunities Corporation
"We are very excited to be joining forces with the Webull team,
given their strong track record in the FinTech industry. We are
confident that capitalizing on our experience and network globally
will bolster Webull's growth in existing and new markets as a
public company."
Transaction Overview
The Proposed Transaction values the Combined Company at an
implied pro forma enterprise value of approximately $7.3 billion, assuming no further redemptions by
SK Growth shareholders. The Proposed Transaction does not include a
minimum cash condition.
The respective boards of directors of Webull and SK Growth have
unanimously approved the Proposed Transaction, which is expected to
close in the second half of 2024, subject to regulatory and
shareholder approvals and other customary closing conditions,
including, among others, a registration statement on Form F-4 (the
"Registration Statement"), of which the proxy statement/prospectus
forms a part, being declared effective by the U.S. Securities and
Exchange Commission (the "SEC"), and the approval by the Nasdaq
Stock Market LLC of the listing application of the Combined
Company. Webull's shareholders are expected to maintain 100% of
their existing equity holdings in the Combined Company and,
assuming gross proceeds of approximately $100 million to Webull in connection with the
Proposed Transaction from funds held in the SPAC trust account, are
expected to own approximately 98% of the issued and outstanding
equity of the Combined Company immediately following the closing of
the Proposed Transaction.
Additional information about the Proposed Transaction, including
a copy of the Business Combination Agreement and an investor
presentation, will be available on a Current Report on Form 8-K to
be filed by SK Growth with the SEC and available
at www.sec.gov. Webull intends to file the Registration
Statement, which will contain a proxy statement and a prospectus,
with the SEC in connection with the Proposed Transaction.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC, is acting as SK Growth's exclusive financial
advisor and lead capital markets advisor. Kirkland & Ellis LLP
is acting as Webull's U.S. legal counsel, and Wilson Sonsini Goodrich & Rosati,
Professional Corporation is acting as SK Growth's U.S. legal
counsel.
About Webull Corporation
Webull is a leading digital investment platform built on next
generation global infrastructure. The Webull Group operates in 15
regions globally and is backed by private equity investors located
in the United States, Europe and Asia. Webull serves 20 million registered
users globally, providing retail investors with 24/7 access to
global financial markets. Users can put investment strategies to
work by trading global stocks, ETFs, options and fractional shares,
through Webull's trading platform. Learn more at
https://www.webullcorp.com/.
About SK Growth
SK Growth Opportunities Corporation is a blank check company
formed on December 8, 2021, as a
Cayman Island exempted company for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more
businesses. SK Growth partners with experienced teams tackling
critical issues through new technologies. SK Growth builds
connections between businesses, people and products to drive future
prosperity. SK Growth is led by CEO Richard
Chin and CFO Derek Jensen.
Learn more at https://skgrowthopportunities.com/.
Forward-Looking Statements
This press release 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 press
release, 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 the Company, market size and growth opportunities, competitive
position and technological and market trends, estimated implied pro
forma enterprise value of the Combined Company, the cash position
of the Combined Company following the closing of the Proposed
Transaction, SK and the Company's ability to consummate the
Proposed Transaction, and expectations related to the terms and
timing of the Proposed Transaction, 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 SK and the Company as of the date of this press
release, and are therefore subject to a number of factors, risks
and uncertainties, some of which are not currently known to SK or
the Company 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 SK, the Company or others following the announcement of the
business combination and any definitive agreements with respect
thereto; (3) the amount of redemption requests made by SK public
shareholders and the inability to complete the business combination
due to the failure to obtain approval of the shareholders of SK, to
obtain financing to complete the business combination or to satisfy
other conditions to closing and; (4) changes to the proposed
structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business
combination; (5) the ability to meet stock exchange listing
standards following the consummation of the business combination;
(6) the risk that the business combination disrupts current plans
and operations of the Company as a result of the announcement and
consummation of the business combination; (7) the ability to
recognize the anticipated benefits of the business combination,
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 and 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
adversely 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 condition
and results of operations; (14) expected growth of the global
digital trading and investing services industry; (15) expected
changes in the Company's revenues, costs or expenditures; (16) the
Company's expectations regarding demand for and market acceptance
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 relating 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 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, 2022 of SK, and the
"Risk Factors" section of the Registration Statement relating to
the Proposed Transaction which is expected to be filed with the
SEC, 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 SK nor the Company
presently know or that SK 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 press release may not occur,
and any estimates, assumptions, expectations, forecasts, views or
opinions set forth in this press release should be regarded as
preliminary and for illustrative purposes only and accordingly,
undue reliance should not be placed upon the forward-looking
statements. SK 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.
Additional Information and Where to Find It
In connection with the Proposed Transaction, the SK and the
Company intend to cause the Registration Statement to be filed with
the SEC, which will include a proxy statement to be distributed to
SK's shareholders in connection with its solicitation for proxies
for the vote by SK's shareholders in connection with the Proposed
Transaction. You are urged to read the 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 SK, the Company and the
Proposed Transaction. Shareholders of SK will be able to obtain a
free copy of the proxy statement when filed, as well as other
filings containing information about SK, the Company and the
Proposed Transaction, without charge, at the SEC's website located
at www.sec.gov. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination.
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
SK Growth, the Company 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 SK Growth's shareholders in connection with the
Proposed Transaction. You can find information about SK Growth's
directors and executive officers and their interest in SK Growth
can be found in its Annual Report on Form10-K for the fiscal year
ended December 31, 2022, which was
filed with the SEC on March 29, 2023.
A list of the names of the directors, executive officers, other
members of management and employees of SK Growth and the Company,
as well as information regarding their interests in the Proposed
Transaction, will be contained in the Registration
Statement to be filed with the SEC by the Company. 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 press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction, and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
of SK Growth, the Company 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.
Webull Media Contact
Nicholas
Koulermos
5W Public Relations
Webull@5wpr.com
(212) 999-5585
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