Основная статистика
| LEI | 5493000ECOCYNGTKBW41 |
| CIK | 1973056 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bowen Acquisition Corp - Equity Right
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition Corp |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: May 31, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41741 CUSIP NUMBER G12729 110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Tra |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| July 18, 2025 |
Exhibit 99.1 Bowen Acquisition Corp Receives NASDAQ Delisting Notification for Failure to Comply with Listing Requirements New York, NY, July 18, 2025 – Bowen Acquisition Corp (NASDAQ: BOWN) (“BOWN”), a special purpose acquisition company, announced that on July 15, 2025, it received a delisting determination letter (the “Delisting Determination Letter”) notifying BOWN that its securities are subj |
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| July 11, 2025 |
Amendments to Amended and Restated Memorandum and Articles of Association EXHIBIT 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP RESOLVED, as a special resolution, that: Article 37.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “The Company has until July 14, 2025 to consummate a Business Combination, provided however that if the Board of Directors anticipat |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A00-0000000 (State or Other Jurisdiction (Commission (IRS Employer o |
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| July 11, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 00-0000000N/A (State or Other Jurisdiction (Commission (IRS Employer o |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition Corp |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A 00-0000000 (State or Other Jurisdiction (Commission (IRS Employer |
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| June 27, 2025 |
Amendment No. 2 to Agreement and Plan of Reorganization Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION This Amendment No. 2 to the Agreement and Plan of Reorganization is entered into as of June 26, 2025 by and among Bowen Acquisition Corp. (“Bowen”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the Peopl |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A 00-0000000 (State or Other Jurisdiction (Commission (IRS Employer |
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| June 27, 2025 |
Amendment No. 2 to Agreement and Plan of Reorganization Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION This Amendment No. 2 to the Agreement and Plan of Reorganization is entered into as of June 26, 2025 by and among Bowen Acquisition Corp. (“Bowen”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the Peopl |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| May 29, 2025 |
Bowen Acquisition Corp Receives NASDAQ Notification of Non-Compliance with Listing Rules EXHIBIT 99.1 Bowen Acquisition Corp Receives NASDAQ Notification of Non-Compliance with Listing Rules New York, NY, May 29, 2025 – Bowen Acquisition Corp (NASDAQ: BOWN) (“BOWN”), a special purpose acquisition company, announced that on May 28, 2025, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) advising the Company that the Company does not c |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpora |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: May 31, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41741 CUSIP NUMBER G12729 110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Tr |
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| April 15, 2025 |
Exhibit 19.1 BOWEN ACQUISITION CORP INSIDER TRADING POLICY The Board of Directors of Bowen Acquisition Corp (“Company”) has adopted this Insider Trading Policy for directors, officers, employees and consultants of the Company and its subsidiaries with respect to the trading of the Company’s securities, as well as the securities of publicly-traded companies with whom the Company and/or its subsidia |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐. Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41741 BOWEN ACQUISITION CORP (Exac |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A00-0000000 (State or Other Jurisdiction (Commission (IRS Employer |
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| April 14, 2025 |
Amendments to Amended and Restated Memorandum and Articles of Association EXHIBIT 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP RESOLVED, as a special resolution, that: Article 37.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: ““The Company has until April 14, 2025 to consummate a Business Combination, provided however that if the Board of Directors anticip |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41741 CUSIP NUMBER G12729 110 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat |
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| March 24, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpo |
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| March 24, 2025 |
Amendment to Agreement and Plan of Reorganization Exhibit 10.1 AMENDMENT TO AGREEMENT AND PLAN OF reorganization This Amendment to the Agreement and Plan of Reorganization is entered into by and among Bowen Acquisition Corp. (“Bowen”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China and a who |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpo |
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| March 24, 2025 |
Amendment to Agreement and Plan of Reorganization Exhibit 10.1 AMENDMENT TO AGREEMENT AND PLAN OF reorganization This Amendment to the Agreement and Plan of Reorganization is entered into by and among Bowen Acquisition Corp. (“Bowen”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Bowen (“Merger Sub”), Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China and a who |
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| March 20, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpo |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| January 13, 2025 |
Prepaid Forward Purchase Agreement Exhibit 10.1 Execution Version PREPAID FORWARD PURCHASE AGREEMENT This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of January 13, 2025, by and among Bowen Acquisition Corp., a Cayman Island exempted company (“Parent”), Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo” or the “Company”), and th |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| January 13, 2025 |
Prepaid Forward Purchase Agreement Exhibit 10.1 Execution Version PREPAID FORWARD PURCHASE AGREEMENT This Prepaid Forward Purchase Agreement (this “Agreement”) is entered into as of January 13, 2025, by and among Bowen Acquisition Corp., a Cayman Island exempted company (“Parent”), Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo” or the “Company”), and th |
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| January 13, 2025 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| January 10, 2025 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP RESOLVED, as a special resolution, that: Article 37.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: ““The Company has until January 14, 2025 to consummate a Business Combination, provided however that if the Board of Directors antic |
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| January 10, 2025 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP RESOLVED, as a special resolution, that: Article 37.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: ““The Company has until January 14, 2025 to consummate a Business Combination, provided however that if the Board of Directors antic |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Inco |
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| December 18, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-282021 PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF BOWEN ACQUISITION CORP PROSPECTUS FOR 8,646,377 ORDINARY SHARES OF BOWEN ACQUISITION CORP BOWEN ACQUISITION CORP 420 Lexington Ave, Suite 2446 New York, NY 10170 LETTER TO BOWEN SHAREHOLDERS Dear Bowen Acquisition Corp Shareholder: You are cordially invited to atten |
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| December 17, 2024 |
Bowen Acquisition Corp 420 Lexington Avenue, Suite 2446 New York, New York 10170 Bowen Acquisition Corp 420 Lexington Avenue, Suite 2446 New York, New York 10170 December 17, 2024 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| December 17, 2024 |
Qianzhi Group Holding (Cayman) Limited 1705, Block B, KK 100 Building 5016 East Shennan Road Luohu District, Shenzhen Guangdong Province, 518000 People’s Republic of China December 17, 2024 Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| December 17, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 17, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Re: Bowen Acquisition Corp Amendm |
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| December 12, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| December 12, 2024 |
As filed with the Securities and Exchange Commission on December 12, 2024 As filed with the Securities and Exchange Commission on December 12, 2024 Registration No. |
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| December 12, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 December 12, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisition C |
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| December 12, 2024 |
Consent of Jingsh & HY Leung (Qianhai) Law Firm ***** Exhibit 99.8 |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat |
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| December 5, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 5, 2024, by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Bowen”), Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target” or the “Company”), and the undersigned subscriber ( |
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| December 5, 2024 |
Consent of Jingsh & HY Leung (Qianhai) Law Firm ***** Exhibit 99.8 |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| December 5, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 5, 2024, by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Bowen”), Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target” or the “Company”), and the undersigned subscriber ( |
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| December 5, 2024 |
Form of Subscription Agreement***** Exhibit 10.16 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 5, 2024, by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Bowen”), Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Target” or the “Company”), and the undersigned subscriber |
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| December 5, 2024 |
As filed with the Securities and Exchange Commission on December 5, 2024 As filed with the Securities and Exchange Commission on December 5, 2024 Registration No. |
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| December 5, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 December 5, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisition Co |
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| December 5, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| November 14, 2024 |
BOWN / Bowen Acquisition Corp / Vivaldi Asset Management, LLC - 13G BOWN Passive Investment SC 13G 1 schedule13gbown111424.htm 13G BOWN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statem |
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| November 14, 2024 |
SC 13G 1 bown111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition |
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| November 12, 2024 |
BOWN / Bowen Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d811929dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) |
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| November 4, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 November 4, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisition Co |
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| November 4, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] November 4, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Amendment No. 2 to Registration St |
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| November 4, 2024 |
As filed with the Securities and Exchange Commission on November 4, 2024 As filed with the Securities and Exchange Commission on November 4, 2024 Registration No. |
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| November 4, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| November 4, 2024 |
Consent of Jingsh & HY Leung (Qianhai) Law Firm ***** Exhibit 99.8 |
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| October 21, 2024 |
Consent of Jingsh & HY Leung (Qianhai) Law Firm ***** Exhibit 99.8 |
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| October 21, 2024 |
As filed with the Securities and Exchange Commission on October 21, 2024 As filed with the Securities and Exchange Commission on October 21, 2024 Registration No. |
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| October 21, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 October 21, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisition Co |
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| October 21, 2024 |
Form of Employment Agreement******* Exhibit 10.15 FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Emerald, Inc., a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Employee”). WHEREAS, the Company and the Employee wish to enter into an employment agreement whereby the Employee will be employed by the Compa |
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| October 21, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| October 21, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] October 21, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Amendment No. 1 to Registration St |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| October 17, 2024 |
Exhibit 10.1 PROMISSORY NOTE October 14, 2024 $ Bowen Acquisition Corp (“Maker”) promises to pay to the order of or its successors or assigns (“Payee”) the principal sum of dollars and No Cents ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initi |
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| October 17, 2024 |
Exhibit 10.1 PROMISSORY NOTE October 14, 2024 $ Bowen Acquisition Corp (“Maker”) promises to pay to the order of or its successors or assigns (“Payee”) the principal sum of dollars and No Cents ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the consummation of the Maker’s initi |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| October 4, 2024 |
Consent of Jingsh & HY Leung (Qianhai) Law Firm ***** Exhibit 99.8 |
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| October 4, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 October 4, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisition Cor |
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| October 4, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| October 4, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] October 4, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Regist |
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| October 4, 2024 |
As filed with the Securities and Exchange Commission on October 4, 2024 As filed with the Securities and Exchange Commission on October 4, 2024 Registration No. |
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| September 10, 2024 |
Consent of Frost & Sullivan***** Exhibit 99.7 |
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| September 10, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] September 10, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Amendment No. 1 to Draft Registr |
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| September 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Bowen Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Fees to Be Paid Equity Common Stock(2) Rule 457(f) and (c) 8,646,377 10. |
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| September 10, 2024 |
Exhibit 99.3 CONSENT Bowen Acquisition Corp has filed a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”). As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee. September 10, 2024 /s/ Dajun Wang Dajun Wang |
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| September 10, 2024 |
As filed with the Securities and Exchange Commission on September 10, 2024 As filed with the Securities and Exchange Commission on September 10, 2024 Registration No. |
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| September 10, 2024 |
Exhibit 10.11 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Biotechnology Co., Ltd Contact Address: Unit 1705, 17/F, Block B, Jingji 100 |
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| September 10, 2024 |
Exhibit 99.5 CONSENT Bowen Acquisition Corp has filed a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”). As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee. September 10, 2024 /s/ Wen He Wen He |
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| September 10, 2024 |
Exhibit 10.13 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Health Management Co., Ltd Contact Address: Unit 1703, 17/F, Block B, Jingji |
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| September 10, 2024 |
Exhibit 10.14 Property Lease Agreement Lessor (Party A): Zhijun HU. Identification Number: 420700196804270975 Tel: 13986426569 Lessee (Party B): Hubei Qianzhi Biotechnology Co., Ltd According to the Contract Law of the People’s Republic of China, the Urban Real Estate Management Law of the People’s Republic of China, and other relevant laws and regulations, on the basis of equality, voluntariness, |
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| September 10, 2024 |
Exhibit 99.4 CONSENT Bowen Acquisition Corp has filed a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”). As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee. September 10, 2024 /w/ Wei Liang Wei Liang |
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| September 10, 2024 |
Exhibit 99.6 CONSENT Bowen Acquisition Corp has filed a Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”). As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee. September 10, 2024 /s/ Zhenning He Zhenning He |
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| September 10, 2024 |
Consent of Newbridge Securities***** Exhibit 99.2 September 10th, 2024 Board of Directors Bowen Acquisition Corp (NASDAQ:BOWN) 420 Lexington Avenue, Suite 2446 New York, NY | 10170 | United States Re: Consent of Newbridge Securities Corporation Reference is made to our opinion letter, dated January 18th, 2024 (the “Newbridge Opinion”), with respect to the fairness from a financial point of view to the shareholders of Bowen Acquisitio |
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| September 10, 2024 |
Exhibit 10.12 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Biotech Co., Ltd Contact Address: Unit 1701, 17/F, Block B, Jingji 100 Tower, |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition Corp |
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| August 9, 2024 |
BOWN / Bowen Acquisition Corp / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| August 9, 2024 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, par value $0.0001 per share, of Bowen Acquisition Corp (this “Agreement”), is being filed, and all amendments |
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| July 19, 2024 |
Exhibit 10.12 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Biotech Co., Ltd Contact Address: Unit 1701, 17/F, Block B, Jingji 100 Tower, |
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| July 19, 2024 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] July 19, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Draft Registration Statement on Form |
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| July 19, 2024 |
Exhibit 10.13 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Health Management Co., Ltd Contact Address: Unit 1703, 17/F, Block B, Jingji |
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| July 19, 2024 |
Exhibit 10.11 Property Lease Agreement Lessor (Party A): Shenzhen Jingji Baina Business Management Co., Ltd. Contact Address: Unit 1101, 11/F, Block B, Jingji 100 Tower, 5016 East Shennan Road, Luohu District, Shenzhen Legal Representative: Hua CHEN Attention: Ms. Luo Tel: 0755-82388888 Lessee (Party B): Shenzhen Qianzhi Biotechnology Co., Ltd Contact Address: Unit 1705, 17/F, Block B, Jingji 100 |
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| July 19, 2024 |
Exhibit 10.14 Property Lease Agreement Lessor (Party A): Zhijun HU. Identification Number: 420700196804270975 Tel: 13986426569 Lessee (Party B): Hubei Qianzhi Biotechnology Co., Ltd According to the Contract Law of the People’s Republic of China, the Urban Real Estate Management Law of the People’s Republic of China, and other relevant laws and regulations, on the basis of equality, voluntariness, |
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| July 19, 2024 |
As confidentially submitted to the Securities and Exchange Commission on July 19, 2024 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition Corp |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41741 CUSIP NUMBER G12729110 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ T |
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| May 10, 2024 |
As confidentially submitted to the Securities and Exchange Commission on May 10, 2024 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. |
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| March 29, 2024 |
Exhibit 97 BOWEN ACQUISITION CORP CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Bowen Acquisition Corp (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces a pay-for-performance compensation philosophy. |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐. Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41741 BOWEN ACQUISITION CORP (Exac |
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| March 29, 2024 |
Description of the Registrant’s Securities.**** Exhibit 4.5 DESCRIPTION OF SECURITIES General The following description summarizes the material terms of the securities of Bowen Acquisition Corp (the “Company,” “we,” “us,” and “our”). Because this description is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated memorandum and articles of associ |
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| February 15, 2024 |
KYG127291105 / Bowen Acquisition Corp / Bowen Holding LP Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Bowen Acquisition Corp (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) Dahe Zhang Bowen Acquisition Corp 420 Lexington Avenue, Suite 2446 New York, NY 10170 Tel: (2 |
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| February 15, 2024 |
KYG127291105 / Bowen Acquisition Corp / Createcharm Holdings Ltd Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 9, 2024 |
KYG127291105 / Bowen Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d736758dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 1, 2024 |
Exhibit A: Agreement to make joint filings. Exhibit A: Agreement to make joint filings. Agreement made as of the 31th day of January 2024, by and among Bulldog Investors, LLP, Phillip Goldstein and Andrew Dakos. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13G with respect to the same securities, |
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| February 1, 2024 |
KYG127291105 / Bowen Acquisition Corp / Bulldog Investors, LLP Passive Investment SC 13G 1 fp0087016-1sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Bowen Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) G12729110 (CUSIP Number) 12/31/2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 31, 2024 |
EX-99.1 2 d694083dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. G12729102 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Bowen Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf o |
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| January 31, 2024 |
SC 13G/A 1 d694083dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bowen Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G12729102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State |
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| January 24, 2024 |
Exhibit 99.1 Bowen Acquisition Corp Announces Entering into Merger Agreement with Shenzhen Qianzhi BioTech Company New York, NY, January 18, 2024 – Bowen Acquisition Corp (NASDAQ: BOWN) (“BOWN”), a special purpose acquisition company, announced the execution of an agreement and plan of merger (the “Merger Agreement”) with Shenzhen Qianzhi BioTechnology Co., Ltd (“Qianzhi BioTech”), a biotech compa |
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| January 24, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BOWEN ACQUISITION CORP, BOWEN MERGER SUB, SHENZHEN QIANZHI BIOTECHNOLOGY CO., LTD AND QIANZHI GROUP HOLDING (CAYMAN) LIMITED DATED AS OF JANUARY 18, 2024 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 2 1.2 Effective Time; Closing 2 1.3 Effect of the Merger 3 1.4 Governing Documents 3 1.5 Effect on Securities 3 |
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| January 24, 2024 |
Exhibit 10.1 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”), dated as of January 18, 2024, is entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Parent”), Qianzhi Group Holding (Cayman) Limited, a Cayman Islands corporation (“NewCo”), and the undersigned shareholder of NewCo (the “Shareholder”). Each of the Parent, NewCo and |
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| January 24, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BOWEN ACQUISITION CORP, BOWEN MERGER SUB, SHENZHEN QIANZHI BIOTECHNOLOGY CO., LTD AND QIANZHI GROUP HOLDING (CAYMAN) LIMITED DATED AS OF JANUARY 18, 2024 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 2 1.2 Effective Time; Closing 2 1.3 Effect of the Merger 3 1.4 Governing Documents 3 1.5 Effect on Securities 3 |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| January 24, 2024 |
Exhibit 10.1 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (this “Agreement”), dated as of January 18, 2024, is entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Parent”), Qianzhi Group Holding (Cayman) Limited, a Cayman Islands corporation (“NewCo”), and the undersigned shareholder of NewCo (the “Shareholder”). Each of the Parent, NewCo and |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incor |
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| January 24, 2024 |
Exhibit 99.1 Bowen Acquisition Corp Announces Entering into Merger Agreement with Shenzhen Qianzhi BioTech Company New York, NY, January 18, 2024 – Bowen Acquisition Corp (NASDAQ: BOWN) (“BOWN”), a special purpose acquisition company, announced the execution of an agreement and plan of merger (the “Merger Agreement”) with Shenzhen Qianzhi BioTechnology Co., Ltd (“Qianzhi BioTech”), a biotech compa |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition |
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| September 19, 2023 |
EX-99.1 2 d510426dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Ordinary Shares, par value $0.0001 per share, of Bowen Acquisition Corp (this “Agreement”), is being fil |
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| September 19, 2023 |
BOWN / Bowen Acquisition Corp / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bowen Acquisition Corp (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G12729110 (CUSIP Number) September 11, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41741 Bowen Acquisition Corp |
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| August 15, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2023 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| August 15, 2023 |
BOWEN ACQUISITION CORP BALANCE SHEET JULY 18, 2023 Exhibit 99.1 BOWEN ACQUISITION CORP BALANCE SHEET JULY 18, 2023 July 14, Pro Forma 2023 Adjustments As Adjusted (unaudited) (unaudited) ASSETS Current assets: Cash $ 720,413 (824 ) a) 719,589 Prepaid expenses 145,880 - 145,880 Total current assets 866,293 (824 ) 865,469 Cash held in Trust Account 60,600,000 9,000,000 b) 315,000 d) (225,000 ) e) 69,690,000 Total Assets $ 61,466,293 9,089,176 $ 70,5 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| August 14, 2023 |
Bowen Acquisition Corp Announces Separate Trading of its Ordinary Shares and Rights Exhibit 99.1 Bowen Acquisition Corp Announces Separate Trading of its Ordinary Shares and Rights NEW YORK, August 14, 2023—(GLOBE NEWSWIRE)—Bowen Acquisition Corp (NASDAQ: BOWNU) (the “Company”) announced today that, commencing on or about August 17, 2023, holders of its units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights inclu |
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| July 20, 2023 |
Bowen Acquisition Corp Announces Closing of $60,000,000 Initial Public Offering Exhibit 99.2 Bowen Acquisition Corp Announces Closing of $60,000,000 Initial Public Offering NEW YORK, July 17, 2023 (GLOBE NEWSWIRE)—Bowen Acquisition Corp (the “Company”) announced today that it closed its initial public offering of 6,000,000 units at $10.00 per unit. The offering resulted in gross proceeds to the Company of $60,000,000. The Company’s units are listed on the Nasdaq Global Market |
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| July 20, 2023 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| July 20, 2023 |
BOWEN ACQUISITION CORP INDEX TO THE FINANCIAL STATEMENT Exhibit 99.1 BOWEN ACQUISITION CORP INDEX TO THE FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm (PCAOB #1195) F-2 Balance Sheet as of July 14, 2023 F-3 Notes to the Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Bowen Acquisition Corp Opinion on the Financial Statement We have audit |
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| July 18, 2023 |
Harraden Circle Investments, LLC - SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bowen Acquisition Corp G12729102 (CUSIP Number) July 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 1 |
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| July 18, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. G12729102 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Bowen Acquisition Corp dated as of July 18, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in a |
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| July 14, 2023 |
Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of July 11, 2023 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). WHEREAS, the Company has entered into an agreement with EarlyBirdCapital, Inc., the representative of the sev |
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| July 14, 2023 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 11, 2023 by and between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 333 |
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| July 14, 2023 |
Amended and Restated Memorandum and Articles of Association.* Exhibit 3.1 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP Adopted by special resolution dated july 13, 2023 [504910.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Bowen Acquisition Corp Adopted by special resolution on July 13, 2023 1 The name of the |
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| July 14, 2023 |
Registration Rights Agreement.* Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2023, is made and entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), Createcharm Holdings Ltd, a British Virgin Islands company, and Bowen Holding LP, a Delaware limited liability company (each a “Sponsor” and collectively the “Spo |
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| July 14, 2023 |
Business Combination Marketing Agreement Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 July 11, 2023 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection wi |
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| July 14, 2023 |
Form of Indemnification Agreement.* Exhibit 10.4 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of July 11, 2023 (“Agreement”), by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors i |
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| July 14, 2023 |
Exhibit 1.1 6,000,000 Units BOWEN ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York July 11, 2023 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“Earl |
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| July 14, 2023 |
Administrative Services Agreement.* Exhibit 10.3 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 July 11, 2023 Bowen Holding LP 420 Lexington Ave, Suite 2446 New York, NY 10170 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Bowen Acquisition Corp (the “Company”) and Bowen Holding LP (“Bowen”), dated as of the date hereof, will confirm our ag |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-41741 N/A (State or Other Jurisdiction (Commission (IRS Employer of Incorpor |
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| July 14, 2023 |
Bowen Acquisition Corp Announces Pricing of $60,000,000 Initial Public Offering Exhibit 99.1 Bowen Acquisition Corp Announces Pricing of $60,000,000 Initial Public Offering NEW YORK, July 11, 2023 (GLOBE NEWSWIRE)—Bowen Acquisition Corp (the “Company”) announced today that it priced its initial public offering of 6,000,000 units at $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market (“Nasdaq”) and will begin trading tomorrow, July 12, 2023, under t |
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| July 12, 2023 |
BOWEN ACQUISITION CORP 6,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-272076 $60,000,000 BOWEN ACQUISITION CORP 6,000,000 Units Bowen Acquisition Corp is a Cayman Islands exempted company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this prospectus as our “i |
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| July 10, 2023 |
UNITED STATES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BOWEN ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 420 Lexington A |
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| July 6, 2023 |
* * * [Signature Page Follows] July 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. |
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| July 6, 2023 |
Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 July 6, 2023 VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N. |
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| June 13, 2023 |
Form of Underwriting Agreement Exhibit 1.1 6,000,000 Units BOWEN ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York [●], 2023 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBir |
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| June 13, 2023 |
Form of Private Placement Units Purchase Agreement between the Registrant and the sponsors. Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Createcharm Holdings Ltd, a British Virgin Islands company (the “Purc |
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| June 13, 2023 |
Form of Private Placement Units Purchase Agreement between the Registrant and EarlyBirdCapital, Inc. Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”). WHE |
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| June 13, 2023 |
Form of Registration Rights Agreement among the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), Createcharm Holdings Ltd, a British Virgin Islands company, and Bowen Holding LP, a Delaware limited liability company (each a “Sponsor” and collectively the “Sponsors”) |
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| June 13, 2023 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-) (the |
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| June 13, 2023 |
As filed with the Securities and Exchange Commission on June 13, 2023 As filed with the Securities and Exchange Commission on June 13, 2023 Registration No. |
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| June 13, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP Adopted by special resolution dated [ ], 2023 [504910.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Bowen Acquisition Corp Adopted by special resolution on [ ], 2023 1 The name of the Company |
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| June 13, 2023 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2023 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). WHEREAS, the Company has entered into an agreement with EarlyBirdCapital, Inc., the representative of the several un |
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| June 13, 2023 |
Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.*** EX-10.2 5 ex10-2.htm Exhibit 10.2 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bowen A |
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| June 13, 2023 |
Exhibit 10.12 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [●], 2023 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with |
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| May 19, 2023 |
Private Placement Units Purchase Agreement between the Registrant and the Sponsors.*** Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Createcharm Holdings Ltd, a British Virgin Islands company (the “Purc |
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| May 19, 2023 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-) (the |
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| May 19, 2023 |
Form of Compensation Committee Charter. Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF BOWEN ACQUISITION CORP I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Bowen Acquisition Corp (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensation of the Company’s chief executi |
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| May 19, 2023 |
Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.*** Exhibit 10.2 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bowen Acquisition Corp, a Ca |
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| May 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bowen Acquisition Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Other Units, each consisting of one Ordinary Share, $0. |
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| May 19, 2023 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2023 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). WHEREAS, the Company has entered into an agreement with EarlyBirdCapital, Inc., the representative of the several un |
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| May 19, 2023 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G12729 102 BOWEN ACQUISITION CORP UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), transferrable on the books of the Company in person or by duly authorized attorn |
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| May 19, 2023 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 Companies Act (revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BOWEN ACQUISITION CORP Adopted by special resolution dated [ ], 2023 [504910.00001] Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Bowen Acquisition Corp Adopted by special resolution on [ ], 2023 1 The name of the Company |
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| May 19, 2023 |
EX-10.11 18 ex10-11.htm Exhibit 10.11 SECURITIES ESCROW AGREEMENT This Securities Escrow Agreement, dated as of , 2023 (“Agreement”), by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust C |
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| May 19, 2023 |
As filed with the Securities and Exchange Commission on May 19, 2023 As filed with the Securities and Exchange Commission on May 19, 2023 Registration No. |
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| May 19, 2023 |
Exhibit 99.5 CONSENT Bowen Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a |
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| May 19, 2023 |
Exhibit 99.4 CONSENT Bowen Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a |
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| May 19, 2023 |
Form of Audit Committee Charter. Exhibit 99.1 Adopted: , 2023 AUDIT COMMITTEE CHARTER OF BOWEN ACQUISITION CORP Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Bowen Acquisition Corp (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qualifications and |
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| May 19, 2023 |
Memorandum and Articles of Association. Exhibit 3.1 Dated 17 February 2023 Companies Act (Revised) Company Limited by Shares Bowen Acquisition Corp memorandum of association 1 Companies Act (Revised) Company Limited by Shares Memorandum of Association of Bowen Acquisition Corp 1 The name of the Company is Bowen Acquisition Corp. 2 The Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus W |
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| May 19, 2023 |
Exhibit 10.1 PROMISSORY NOTE $ As of February , 2023 Bowen Acquisition Corp (“Maker”) promises to pay to the order of or its successors or assigns (“Payee”) the principal sum of Dollars and No Cents ($) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) December 31, |
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| May 19, 2023 |
Private Placement Units Purchase Agreement between the Registrant and EarlyBirdCapital, Inc..*** Exhibit 10.6 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of , 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”). WHE |
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| May 19, 2023 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] May 19, 2023 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Bowen Acquisition Corp Draft Registration Statement on Form S-1 Submitt |
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| May 19, 2023 |
Exhibit 10.9 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of , 2023 (“Agreement”), by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in th |
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| May 19, 2023 |
Specimen Ordinary Share Certificate.*** Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G12729 110 BOWEN ACQUISITION CORP ORDINARY SHARES THIS CERTIFIES THAT is the owner of ordinary shares, par value $0.0001 per share (each, a “Share”), of Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of t |
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| May 19, 2023 |
Exhibit 14.1 BOWEN ACQUISITION CORP CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Bowen Acquisition Corp (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● promote honest and |
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| May 19, 2023 |
Exhibit 99.3 CONSENT Bowen Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration Statement as a |
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| May 19, 2023 |
Specimen Rights Certificate.*** Exhibit 4.3 NUMBER SPECIMEN RIGHTS CERTIFICATE BOWEN ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G12729 128 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share, $0.0001 par value (the “Ordinary Share”), of Bowen Acquisition |
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| May 19, 2023 |
Form of Administrative Services Agreement. Exhibit 10.10 Bowen Acquisition Corp 420 Lexington Ave, Suite 2446 New York, NY 10170 , 2023 Bowen Holding LP 420 Lexington Ave, Suite 2446 New York, NY 10170 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Bowen Acquisition Corp (the “Company”) and Bowen Holding LP (“Bowen”), dated as of the date hereof, will confirm our agreemen |
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| May 19, 2023 |
Form of Registration Rights Agreement among the Registrant and certain security holders. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), Createcharm Holdings Ltd, a British Virgin Islands company, and Bowen Holding LP, a Delaware limited liability company (each a “Sponsor” and collectively the “Sponsors”) |
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| May 19, 2023 |
Exhibit 99.6 Adopted: , 2022 NOMINATING COMMITTEE CHARTER OF BOWEN ACQUISITION CORP The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Bowen Acquisition Corp (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall exercise its independent judgm |
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| April 17, 2023 |
This Draft Registration Statement has not been filed with the Securities and Exchange Commission and all information contained herein remains confidential. |
