Core Viewpoint - Bowen Acquisition Corp (BOWN) is facing potential delisting from the Nasdaq Global Market due to non-compliance with several listing rules [1][2]. Group 1: Delisting Determination - BOWN received a delisting determination letter on July 15, 2025, indicating non-compliance with Nasdaq Listing Rules, including a Market Value of Listed Securities below $50 million for 30 consecutive trading days [1][2]. - Specific non-compliance issues include failing to maintain a minimum of 1,100,000 publicly held shares and a Market Value of Publicly Held Shares below $15 million for the required period [2]. - BOWN has until 4:00 p.m. Eastern Time on July 22, 2025, to appeal the delisting determination, or trading will be suspended on July 24, 2025 [3][4]. Group 2: Appeal Process - If BOWN requests a hearing, the suspension of its securities will be stayed for 15 days from the request date, and the hearing panel will review the request for an extended stay [4]. - The company intends to appeal the delisting determination and request a stay of the suspension, although there is no guarantee that the panel will grant these requests [5]. Group 3: Business Combination Efforts - BOWN is actively working to complete a business combination with Shenzhen Qianzhi BioTechnology Co., Ltd., believing this will help it regain compliance with Nasdaq listing requirements [6]. - The company is a blank check entity focused on mergers and similar business combinations, with a definitive agreement already in place for the transaction with Shenzhen Qianzhi [7].

Group 1 - Trading for Bowen Acquisition Corp. was halted on July 15, 2025, at 17:45:19 Eastern Time due to a request for additional information from Nasdaq [1] - The last sale price of Bowen Acquisition Corp.'s ordinary shares was $9.19, rights at $0.2252, and units at $13.02 [3] - Trading will remain halted until Bowen Acquisition Corp. fully satisfies Nasdaq's request for additional information [1]

Group 1 - Bowen Acquisition Corp (BOWN) received a notification from NASDAQ regarding non-compliance with Listing Rule 5250(c)(1) due to the absence of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 [1][2] - The company has until July 28, 2025, to submit a plan to regain compliance, with the possibility of an extension of up to 180 days if the plan is approved [1][2] - The company is actively working to complete the Form 10-Q and intends to file a compliance plan if unable to meet the July deadline [2] Group 2 - Bowen Acquisition Corp is a blank check company focused on mergers, capital stock exchanges, and similar business combinations [3] - The company has entered into a definitive agreement for a business combination with Shenzhen Qianzhi BioTechnology Co., Ltd. [3]

[Part I - Financial Information](index=2&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) The company's financial statements for the period ended September 30, 2024, show an increase in total assets to $74.5 million, primarily from interest earned on the trust account, with net income of $2.4 million solely from interest income offsetting operating costs [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2024, total assets increased to $74.5 million, driven by investments in the trust account, while total shareholders' equity sharply decreased to $12,879 due to a reduction in retained earnings Consolidated Balance Sheet Highlights (Unaudited) | Account | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $271,847 | $426,913 | | Investment held in Trust Account | $74,237,487 | $71,419,358 | | **Total Assets** | **$74,534,486** | **$71,925,752** | | **Liabilities & Equity** | | | | Total Current Liabilities | $284,120 | $103,860 | | Ordinary shares subject to possible redemption | $74,237,487 | $71,419,358 | | Total Shareholders' Equity | $12,879 | $402,534 | | **Total Liabilities and Shareholders' Equity** | **$74,534,486** | **$71,925,752** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For the three and nine months ended September 30, 2024, the company reported net incomes of $825,358 and $2,428,474, respectively, entirely from interest earned on trust account investments offsetting operating costs Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | | Loss from operations | $(127,429) | $(389,655) | $(187,428) | | Interest earned on investments | $952,787 | $2,818,129 | $760,871 | | **Net income** | **$825,358** | **$2,428,474** | **$573,444** | [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity declined from $402,534 at the start of 2024 to $12,879 by September 30, 2024, primarily due to the re-measurement of common stock subject to redemption - Total Shareholders' Equity decreased from **$402,534** on January 1, 2024, to **$12,879** on September 30, 2024[7](index=7&type=chunk)[8](index=8&type=chunk) - The reduction in equity is mainly due to the accounting treatment for redeemable shares, where interest earned on the trust account (**$2,818,129** for the nine months) is reclassified from equity, offsetting the reported net income (**$2,428,474**)[7](index=7&type=chunk)[8](index=8&type=chunk)[43](index=43&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, the company experienced a net cash outflow of $155,066 from operating activities, with no investing or financing activities Cash Flow Summary (Unaudited) - Nine Months Ended Sep 30, 2024 | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(155,066) | | Net cash used in investing activities | $0 | | Net cash provided by financing activities | $0 | | **Net change in cash** | **$(155,066)** | | Cash at beginning of period | $426,913 | | **Cash at end of period** | **$271,847** | [Notes to Consolidated Unaudited Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) The notes detail the company's SPAC status, IPO, proposed business combination, key accounting policies, related party transactions, and a going concern uncertainty due to the limited timeframe for completing a business combination - The company is a SPAC formed to effect a business combination and has not commenced any operations, with activities limited to its formation, IPO, and search for a business combination[12](index=12&type=chunk)[14](index=14&type=chunk) - On January 18, 2024, the company entered into a merger agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. and Qianzhi Group Holding (Cayman) Limited[23](index=23&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern, as it must complete a Business Combination within the specified period or face liquidation[27](index=27&type=chunk) - As of October 7, 2024, the company extended the time to consummate a business combination to January 14, 2025, by securing a **$690,000** loan from its sponsors' designees, which was deposited into the Trust Account[21](index=21&type=chunk)[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no current operations, where financial results are driven by interest income from the trust account offsetting operating expenses, and reiterates going concern risk - The company is a blank check company with activities limited to organizational tasks and identifying a target for a business combination, not expecting to generate operating revenues until after a business combination is complete[84](index=84&type=chunk)[85](index=85&type=chunk) Net Income Summary | Period | Net Income | Key Driver | | :--- | :--- | :--- | | Three months ended Sep 30, 2024 | $825,358 | Interest income of $952,787 offset operating loss of $127,429 | | Nine months ended Sep 30, 2024 | $2,428,474 | Interest income of $2,818,129 offset operating loss of $389,655 | - Management believes the current cash of **$271,847** and working capital of **$12,879**, combined with funds outside the trust, are sufficient for operating the business prior to a business combination, but acknowledges a going concern risk[94](index=94&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company, the registrant is exempt from providing disclosures about market risk[99](index=99&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2024, due to a material weakness in internal control over financial reporting, which the company is taking steps to remediate - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2024[101](index=101&type=chunk) - The ineffectiveness is due to a material weakness related to the company's lack of qualified SEC reporting professionals[101](index=101&type=chunk) - Management intends to remediate this by enhancing access to accounting literature, consulting with third-party professionals, and considering additional experienced staff[101](index=101&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[102](index=102&type=chunk) [Part II - Other Information](index=27&type=section&id=Part%20II%20-%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of founder shares, the consummation of the IPO which raised $60 million, and a simultaneous private placement of units that generated $3.3 million, with a total of $69.69 million deposited into the trust account - In July 2023, the company completed its IPO of **6,000,000** units at **$10.00** per unit, generating **$60 million** in gross proceeds[105](index=105&type=chunk) - Simultaneously with the IPO, a private placement of **330,000** units at **$10.00** per unit to sponsors generated **$3.3 million**[106](index=106&type=chunk) - The underwriters' over-allotment option was fully exercised, resulting in the sale of an additional **900,000** units for **$9 million** and **31,500** private placement units for **$315,000**[107](index=107&type=chunk) - A total of **$69,690,000** from the IPO and private placements was deposited into the trust account[108](index=108&type=chunk) [Other Information](index=27&type=section&id=Item%205%20%E2%80%93%20Other%20Information) During the quarter ended September 30, 2024, no director or officer of the company adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the third quarter of 2024[109](index=109&type=chunk) [Exhibits](index=28&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[110](index=110&type=chunk) - Inline XBRL data files are also included as exhibits[110](index=110&type=chunk) [Signatures](index=29&type=section&id=Signatures) [Signatures](index=29&type=section&id=Signatures) The report is duly signed and authorized by Jiangang Luo, Chief Executive Officer, and Jing Lu, Chief Financial Officer, on November 14, 2024 - The Form 10-Q was signed on November 14, 2024, by Jiangang Luo (CEO) and Jing Lu (CFO)[113](index=113&type=chunk)

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) This section presents the unaudited consolidated financial statements for Bowen Acquisition Corp, detailing its SPAC structure, trust account investments, and a proposed business combination [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2024, total assets were **$73.64 million**, primarily trust account investments, with **$73.28 million** in redeemable ordinary shares Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $272,630 | $426,913 | | Investment held in Trust Account | $73,284,700 | $71,419,358 | | **Total Assets** | **$73,644,738** | **$71,925,752** | | **Liabilities & Equity** | | | | Total Current Liabilities | $219,730 | $103,860 | | Ordinary shares subject to possible redemption | $73,284,700 | $71,419,358 | | Total Shareholders' Equity | $140,308 | $402,534 | | **Total Liabilities and Shareholders' Equity** | **$73,644,738** | **$71,925,752** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net income for the three and six months ended June 30, 2024, was **$816,754** and **$1,603,116** respectively, driven by trust account interest income Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Formation and operating costs | ($125,096) | ($262,226) | | Interest earned on investments | $941,850 | $1,865,342 | | **Net income** | **$816,754** | **$1,603,116** | | Basic and diluted net income per share (redeemable) | $0.12 | $0.24 | [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased from **$402,534** to **$140,308** by June 30, 2024, primarily due to reclassification of trust account interest Changes in Shareholders' Equity for Six Months Ended June 30, 2024 (Unaudited) | Description | Amount | | :--- | :--- | | Balance as of January 1, 2024 | $402,534 | | Subsequent measurement of redeemable stock (interest earned) | ($1,865,342) | | Net income | $1,603,116 | | **Balance as of June 30, 2024** | **$140,308** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash outflow from operating activities was **$154,283** for the six months ended June 30, 2024, reducing cash balance to **$272,630** Cash Flow Summary for Six Months Ended June 30, 2024 (Unaudited) | Cash Flow Item | Amount | | :--- | :--- | | Net Income | $1,603,116 | | Adjustments (incl. non-cash interest income) | ($1,757,399) | | **Net cash used in operating activities** | **($154,283)** | | Net change in cash | ($154,283) | | Cash at beginning of period | $426,913 | | **Cash at end of period** | **$272,630** | [Notes to Consolidated Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) Notes detail the company's SPAC formation, IPO, trust account, proposed merger with Qianzhi Group, and a going concern uncertainty - The company was incorporated on February 17, 2023, for the purpose of effecting a business combination and has not commenced any operations[12](index=12&type=chunk)[13](index=13&type=chunk) - On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization with Qianzhi Group Holding (Cayman) Limited ("NewCo") for a proposed business combination[19](index=19&type=chunk) - Management has identified conditions that raise substantial doubt about the Company's ability to continue as a going concern, primarily related to the requirement to complete a Business Combination within the permitted period[21](index=21&type=chunk) - The company corrected an immaterial error in its Q2 2023 Form 10-Q, which was an omission of a non-cash item in the Cash Flow Statement related to offering costs for EBC founder shares[42](index=42&type=chunk)[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=20&type=section&id=Item%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses the company's status as a blank check company, its reliance on trust account interest, liquidity, and going concern uncertainty regarding business combination completion - The company is a blank check company with no operations, focused on effecting a business combination with a target, with an intended focus on businesses in Asia[70](index=70&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | Six Months Ended June 30, 2024 | $1,603,116 | Interest income of $1,865,342 offset by operating costs | | Period from Feb 17, 2023 to June 30, 2023 | ($3,105) | Formation and operating costs | - As of June 30, 2024, the company had cash of **$272,630**[77](index=77&type=chunk) - Management has substantial doubt about the company's ability to continue as a going concern due to the need to complete a business combination within the specified period[77](index=77&type=chunk) - The company has engaged EBC as a business combination advisor and will pay a service fee of **$2,415,000** (**3.5%** of IPO gross proceeds) upon consummation of the initial business combination[60](index=60&type=chunk)[82](index=82&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[86](index=86&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of June 30, 2024, due to a material weakness from a lack of qualified SEC reporting professionals - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of June 30, 2024[87](index=87&type=chunk) - The ineffectiveness is due to a material weakness in internal control over financial reporting related to the company's lack of qualified SEC reporting professionals; remediation efforts are underway[87](index=87&type=chunk) [Part II - Other Information](index=24&type=section&id=Part%20II%20-%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered issuance of founder shares and the deposit of **$69.69 million** from the IPO and private placements into the trust account - Prior to the IPO, the company issued **1,725,000** ordinary shares to its sponsor for **$25,000** and **180,000** shares to EarlyBirdCapital, Inc. for **$2,520** in unregistered transactions[90](index=90&type=chunk) - Simultaneously with the IPO, the company sold **330,000** Private Placement Units at **$10.00** each, and an additional **31,500** units with the over-allotment exercise, through unregistered sales[92](index=92&type=chunk)[93](index=93&type=chunk) - As of July 18, 2023, an aggregate of **$69,690,000** from the IPO and private placements was deposited into the trust account[93](index=93&type=chunk) [Other Information](index=24&type=section&id=Item%205%20%E2%80%93%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2024 - During the quarter ended June 30, 2024, no director or officer adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[94](index=94&type=chunk) [Exhibits](index=25&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists exhibits filed with Form 10-Q, including SOX certifications and Inline XBRL financial data files - The filing includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[95](index=95&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, and Presentation) are included as part of the filing[95](index=95&type=chunk)

[Part I - Financial Information](index=4&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) The company presents its unaudited Q1 2024 financial statements, reflecting its status as a pre-business combination SPAC [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew to $72.8 million while shareholders' equity decreased to $265,404 due to redeemable share adjustments Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $335,959 | $426,913 | | Investment held in Trust Account | $72,342,850 | $71,419,358 | | **Total Assets** | **$72,763,700** | **$71,925,752** | | **Liabilities & Equity** | | | | Total Current Liabilities | $155,446 | $103,860 | | Ordinary shares subject to possible redemption | $72,342,850 | $71,419,358 | | Total Shareholders' Equity | $265,404 | $402,534 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a Q1 2024 net income of $786,362, driven entirely by interest earned on trust account investments Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2024 | Period from Feb 17, 2023 (Inception) to Mar 31, 2023 | | :--- | :--- | :--- | | Formation and operating costs | $137,130 | $3,105 | | Interest earned on investments | $923,492 | $0 | | **Net Income (Loss)** | **$786,362** | **($3,105)** | | Basic and diluted net income per share, redeemable | $0.12 | $0.00 | | Basic and diluted net loss per share, non-redeemable | ($0.01) | ($0.00) | [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased to $265,404, reflecting net income offset by reclassifications for redeemable shares Changes in Shareholders' Equity (For the three months ended March 31, 2024) | Description | Amount | | :--- | :--- | | Balance as of January 1, 2024 | $402,534 | | Subsequent measurement of redeemable common stock | ($923,492) | | Net income | $786,362 | | **Balance as of March 31, 2024** | **$265,404** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash used in operations was $90,954, resulting in an end-of-period cash balance of $335,959 Cash Flow Summary (Unaudited) | Cash Flow Item | Three Months Ended Mar 31, 2024 | | :--- | :--- | | Net cash used in operating activities | ($90,954) | | Net cash provided by financing activities | $0 | | **Net change in cash** | **($90,954)** | | Cash at beginning of period | $426,913 | | **Cash at end of period** | **$335,959** | [Notes to Consolidated Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Unaudited%20Financial%20Statements) Notes detail the SPAC's organization, proposed business combination, and substantial doubt about its going concern status - The company is a Cayman Islands incorporated blank check company formed for the purpose of a business combination and has not commenced any operations[100](index=100&type=chunk)[129](index=129&type=chunk) - On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization with **Shenzhen Qianzhi BioTechnology Co Ltd** and Qianzhi Group Holding (Cayman) Limited for a proposed business combination[12](index=12&type=chunk)[103](index=103&type=chunk) - Management has concluded that **substantial doubt exists about the Company's ability to continue as a going concern**, due to recurring costs and the requirement to complete a Business Combination within a limited time frame[13](index=13&type=chunk)[65](index=65&type=chunk)[133](index=133&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[107](index=107&type=chunk)[135](index=135&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, liquidity, and significant going concern uncertainty for the pre-combination SPAC [Overview](index=20&type=section&id=Overview) The company is a blank check entity focused on Asia, with activities limited to organizational tasks and seeking a business combination - The company is a blank check company seeking a merger, share exchange, or similar business combination, with an intended focus on **businesses in Asia**[62](index=62&type=chunk) - Activities since inception have been limited to organizational tasks, preparing for the IPO, and identifying a target for a business combination[36](index=36&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Q1 2024 net income of $786,362 was driven by trust account interest, offsetting operating costs Operating Results Comparison | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Q1 2024 | $786,362 | $923,492 interest income offset by $137,130 operating costs | | Inception to Mar 31, 2023 | ($3,105) | $3,105 in formation and operating costs | [Liquidity, Capital Resources and Going Concern](index=20&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) Liquidity is limited to cash outside the trust, and management has expressed substantial doubt about its going concern status - Following the IPO and over-allotment exercise, **$69,690,000 was placed in a trust account**, intended to be used for an initial business combination[64](index=64&type=chunk) - As of March 31, 2024, the company had **$335,959 in cash** and working capital of $239,601 available for operations[65](index=65&type=chunk) - Management has determined that there is **substantial doubt about the Company's ability to continue as a going concern**[65](index=65&type=chunk)[133](index=133&type=chunk) [Critical Accounting Policies and Estimates](index=23&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management has not identified any critical accounting estimates, with significant policies detailed in Note 2 - Management does not believe there are any critical accounting estimates; significant accounting policies are described in Note 2[41](index=41&type=chunk) - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the financial statements if adopted[69](index=69&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - As a smaller reporting company, Bowen Acquisition Corp is not required to provide disclosures about market risk[42](index=42&type=chunk)[163](index=163&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness in financial reporting expertise - The CEO and CFO concluded that **disclosure controls and procedures were not effective** as of March 31, 2024[71](index=71&type=chunk) - The ineffectiveness was due to a material weakness related to the company's **lack of a qualified SEC reporting professional**[71](index=71&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[43](index=43&type=chunk)[165](index=165&type=chunk) [Part II - Other Information](index=24&type=section&id=Part%20II%20-%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales to sponsors and confirms that $69.7 million of IPO proceeds were placed in trust - On February 27, 2023, sponsors acquired **1,725,000 ordinary shares for $25,000**; these sales were exempt from registration[73](index=73&type=chunk) - Simultaneously with the IPO, the company sold 330,000 Private Placement Units at $10.00 per unit, generating **$3.3 million**[166](index=166&type=chunk) - The IPO of 6,000,000 units at $10.00 per unit and the full over-allotment exercise generated **gross proceeds of $69,000,000**[45](index=45&type=chunk)[54](index=54&type=chunk) - A total of **$69,690,000 was deposited into the trust account**, and $1,725,000 was paid in underwriting discounts and commissions[46](index=46&type=chunk)[167](index=167&type=chunk) [Other Information](index=25&type=section&id=Item%205%20%E2%80%93%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the first quarter of 2024[168](index=168&type=chunk) [Exhibits](index=25&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists the required Sarbanes-Oxley certifications and Inline XBRL financial data files filed with the report List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer (Section 302) | | 31.2 | Certification of Principal Financial Officer (Section 302) | | 32.1 | Certification of Principal Executive Officer (Section 906) | | 32.2 | Certification of Principal Financial Officer (Section 906) | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | [Signatures](index=26&type=section&id=Signatures) The quarterly report is duly signed and authorized by the company's principal officers - The report was signed on May 17, 2024, by **Jiangang Luo, Chief Executive Officer**, and **Jing Lu, Chief Financial Officer**[49](index=49&type=chunk)[170](index=170&type=chunk)

PART I [Business](index=8&type=section&id=Item%201.%20Business) This part covers the company's SPAC business model, proposed acquisition, and a detailed analysis of associated risks, including operational, management, and international considerations - The Company is a blank check company incorporated on February 17, 2023, for the purpose of effecting a Business Combination, intending to focus its search on target businesses in Asia while avoiding variable interest entity (VIE) structures[76](index=76&type=chunk)[112](index=112&type=chunk)[705](index=705&type=chunk) - On January 18, 2024, the Company entered into a Business Combination Agreement with Qianzhi Group Holding (Cayman) Limited and its subsidiary, Shenzhen Qianzhi BioTechnology Co. Ltd., involving a merger where Qianzhi will become a wholly-owned subsidiary of Bowen[109](index=109&type=chunk)[80](index=80&type=chunk)[612](index=612&type=chunk) - The Company has until **October 14, 2024** (15 months from IPO), or **January 14, 2025** (18 months) if extended, to complete an initial business combination, with failure resulting in redemption of public shares and liquidation[136](index=136&type=chunk)[708](index=708&type=chunk) - Public Shareholders have redemption rights, allowing them to redeem their shares for cash upon completion of a business combination, provided the company's net tangible assets remain at least **$5,000,001** post-redemption[125](index=125&type=chunk)[129](index=129&type=chunk)[154](index=154&type=chunk) IPO and Trust Account Details | Item | Details | | :--- | :--- | | **IPO Date** | July 14, 2023 (Initial) & July 18, 2023 (Over-allotment) | | **Units Sold** | 6,900,000 Public Units (including over-allotment) | | **Price per Unit** | $10.00 | | **Gross Proceeds (Public)** | $69,000,000 | | **Private Placement** | 361,500 units at $10.00/unit for gross proceeds of $3,615,000 | | **Trust Account Balance** | $69,690,000 ($10.10 per Unit) upon closing | | **Cash & Trust Investments (as of 12/31/2023)** | Operating Cash: $426,913; Investments in Trust: $71,419,358 | [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks typical of a SPAC, including the potential inability to complete a business combination within the required timeframe, which would render securities worthless [Risks Relating to Searching for and Consummating a Business Combination](index=20&type=section&id=Risks%20Relating%20to%20Searching%20for%20and%20Consummating%20a%20Business%20Combination) Key risks include the lack of operating history, intense competition from other SPACs, and the pressure of the dissolution deadline which may give target businesses negotiating leverage - The company is a new entity with no operating history, making it difficult for investors to evaluate its ability to achieve its business objective[148](index=148&type=chunk)[177](index=177&type=chunk) - Intense competition from a growing number of other SPACs and private equity funds may make it harder and more costly to find and consummate an attractive business combination[192](index=192&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) - The requirement to complete a business combination by **October 2024** (or **January 2025** if extended) gives potential targets leverage in negotiations and may reduce the time available for due diligence[61](index=61&type=chunk)[217](index=217&type=chunk)[250](index=250&type=chunk) - The redemption rights of public shareholders may make the company's financial condition unattractive to targets or prevent the completion of a deal if too many shares are redeemed, potentially causing net tangible assets to fall below the required **$5,000,001** threshold[151](index=151&type=chunk)[180](index=180&type=chunk)[198](index=198&type=chunk) - The company's ability to complete a business combination may be limited because a majority of its directors and officers have significant ties to China, and certain of its Sponsors' partners are non-U.S. persons, which could trigger CFIUS review for U.S. targets[35](index=35&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) [Risks Related to Our Management](index=34&type=section&id=Risks%20Related%20to%20Our%20Management) Management-related risks center on potential conflicts of interest, as officers and directors have other business affairs, including roles in other SPACs, which may divert their time and attention - Officers and directors allocate their time to other businesses, including other SPACs, creating potential conflicts of interest in how much time they devote to the company and in presenting potential targets[7](index=7&type=chunk)[8](index=8&type=chunk)[37](index=37&type=chunk) - Initial shareholders, including Sponsors, will lose their entire investment if a business combination is not completed, and this financial interest may influence their motivation to select a target and complete a deal, even if it is not advantageous for public shareholders[13](index=13&type=chunk)[14](index=14&type=chunk) - Management may negotiate employment or consulting agreements with a target business, creating personal financial interests that could conflict with the goal of finding the most advantageous business combination for shareholders[6](index=6&type=chunk)[56](index=56&type=chunk) [Post-Business-Combination Risks](index=37&type=section&id=Post-Business-Combination%20Risks) Post-combination, the company may face risks such as needing to write-down or write-off assets discovered after the deal, which could negatively impact financial condition - The company may be forced to write-down assets or incur impairment charges post-combination if due diligence fails to uncover all material issues, which could negatively affect the stock price[18](index=18&type=chunk)[19](index=19&type=chunk) - The success of the post-combination business will depend on its ability to adapt to rapidly changing technology, evolving industry standards, and changing customer preferences[23](index=23&type=chunk)[24](index=24&type=chunk)[186](index=186&type=chunk) - If the company acquires a technology business, it will be subject to specific risks including vulnerability to cyberattacks, failure to protect intellectual property, and the need to comply with a complex and evolving regulatory environment[187](index=187&type=chunk)[188](index=188&type=chunk) [Risks Related to Acquiring and Operating a Business Outside of the United States](index=38&type=section&id=Risks%20Related%20to%20Acquiring%20and%20Operating%20a%20Business%20Outside%20of%20the%20United%20States) This section details extensive risks associated with acquiring a non-U.S. business, with a strong focus on China, including navigating unpredictable legal systems, currency fluctuations, and political instability - Acquiring a business outside the U.S. exposes the company to risks such as currency fluctuations, political instability, challenging legal systems, and different employment and tax regulations[189](index=189&type=chunk)[4](index=4&type=chunk)[295](index=295&type=chunk) - A business combination with a PRC-based company may be subject to review by the Cyberspace Administration of China (CAC), especially if it handles data for over one million users, which could delay or prevent a transaction[102](index=102&type=chunk)[356](index=356&type=chunk)[413](index=413&type=chunk) - The China Securities Regulatory Commission (CSRC) has new rules (Trial Administrative Measures) requiring filings for overseas listings of Chinese companies, and uncertainty about their application could delay or block a business combination[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk) - The Chinese government exercises substantial control over its economy and may intervene in business operations, which could result in material changes to the post-combination company's operations and value[74](index=74&type=chunk)[417](index=417&type=chunk)[423](index=423&type=chunk) - The Holding Foreign Companies Accountable Act (HFCAA) could lead to the delisting of the company's securities if the PCAOB is unable to inspect its auditor for two consecutive years, a risk particularly relevant for companies with operations in China[412](index=412&type=chunk)[445](index=445&type=chunk)[477](index=477&type=chunk) [General Risks](index=58&type=section&id=General%20Risks) General risks include a material weakness in internal control over financial reporting due to a lack of qualified SEC reporting professionals, and challenges related to the company's Cayman Islands incorporation - A material weakness in internal control over financial reporting has been identified as of **December 31, 2023**, due to a lack of qualified SEC reporting professionals, which could adversely affect the ability to report financial results accurately and timely[451](index=451&type=chunk)[452](index=452&type=chunk)[482](index=482&type=chunk) - The company is incorporated in the Cayman Islands, which may make it difficult for U.S. investors to enforce judgments from U.S. courts or protect their rights, as Cayman Islands law is less developed in certain areas of shareholder protection[456](index=456&type=chunk)[486](index=486&type=chunk)[487](index=487&type=chunk) - As an "emerging growth company" and "smaller reporting company," the company is exempt from certain disclosure and compliance requirements (e.g., auditor attestation of internal controls), which could make its securities less attractive to some investors[69](index=69&type=chunk)[461](index=461&type=chunk)[492](index=492&type=chunk) - There is a risk the company could be deemed an "investment company" under the Investment Company Act, which would restrict its activities and could force liquidation if not resolved[464](index=464&type=chunk)[494](index=494&type=chunk)[524](index=524&type=chunk) [Unresolved Staff Comments](index=64&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - Not applicable[469](index=469&type=chunk) [Cybersecurity](index=64&type=section&id=Item%201C.%20Cybersecurity) The company states that as a blank check company with no business operations, it does not face significant cybersecurity risk - The company believes it does not face significant cybersecurity risk due to its nature as a blank check company with no current business operations[528](index=528&type=chunk) - The Audit Committee of the Board oversees cybersecurity risk and receives regular management reports on the matter[503](index=503&type=chunk) - To date, the company has not experienced any cybersecurity attacks[529](index=529&type=chunk) [Properties](index=65&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, NY, and it pays a monthly fee of **$10,000** to an affiliate, Bowen Holding LP, for office space and administrative services - The company utilizes office space at 420 Lexington Avenue, Suite 2446, New York, New York 10170, provided by Bowen Holding LP for a monthly fee of **$10,000**[146](index=146&type=chunk)[504](index=504&type=chunk) [Legal Proceedings](index=65&type=section&id=Item%203.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management team - There is no material litigation pending against the company[505](index=505&type=chunk) [Mine Safety Disclosures](index=65&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[506](index=506&type=chunk) PART II This part provides information on the company's Nasdaq listings, financial condition and results of operations, market risk disclosures, audited financial statements, and the effectiveness of internal controls [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, ordinary shares, and rights are listed on the Nasdaq Stock Market under the symbols BOWNU, BOWN, and BOWNR, respectively - The company's securities are listed on Nasdaq: Units (BOWNU), Ordinary Shares (BOWN), and Rights (BOWNR)[507](index=507&type=chunk) - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of the initial business combination[509](index=509&type=chunk) - The company issued **1,725,000** Founder Shares to its sponsors for **$25,000** and **180,000** EBC Founder Shares to EarlyBirdCapital for **$2,520** in unregistered transactions exempt under Section 4(a)(2) of the Securities Act[533](index=533&type=chunk) - The company sold **361,500** Private Placement Units (including over-allotment) at **$10.00** per unit to its sponsor and EarlyBirdCapital in a private placement concurrent with the IPO, also exempt from registration under Section 4(a)(2)[534](index=534&type=chunk)[318](index=318&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the period from inception (February 17, 2023) to December 31, 2023, the company had a net income of **$1.48 million**, primarily due to **$1.73 million** in interest earned on investments held in the trust account Financial Performance and Position | Financial Metric | Value (as of Dec 31, 2023) | | :--- | :--- | | Net Income | $1,484,790 | | Loss from Operations | ($244,568) | | Interest Earned on Trust Investments | $1,729,358 | | Cash | $426,913 | | Working Capital | $402,534 | | Investments held in trust account | $71,419,358 | - The company's management has concluded that there is substantial doubt about its ability to continue as a going concern due to having incurred significant costs, expecting to incur more, and the risk of liquidation if a Business Combination is not completed within the required timeframe[541](index=541&type=chunk)[703](index=703&type=chunk)[683](index=683&type=chunk) - The company has no off-balance sheet arrangements[290](index=290&type=chunk)[567](index=567&type=chunk) - The holders of Founder Shares and Private Placement Units are entitled to registration rights, requiring the company to register their securities for resale after the business combination[568](index=568&type=chunk)[750](index=750&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies, and thus no information is provided - Not required for smaller reporting companies[572](index=572&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited consolidated financial statements for the period from February 17, 2023 (inception) to December 31, 2023, and the report of the independent registered public accounting firm, UHY LLP Consolidated Financial Position | Account | Balance (as of Dec 31, 2023) | | :--- | :--- | | **Assets** | | | Total Current Assets | $506,394 | | Investments held in trust account | $71,419,358 | | **Total Assets** | **$71,925,752** | | **Liabilities & Equity** | | | Total Current Liabilities | $103,860 | | Ordinary shares subject to possible redemption | $71,419,358 | | **Total Shareholders' Equity** | **$402,534** | - The independent auditor's report from UHY LLP includes a paragraph highlighting substantial doubt about the Company's ability to continue as a going concern[683](index=683&type=chunk) - Subsequent to the balance sheet date, on **January 18, 2024**, the Company entered into a definitive Agreement and Plan of Reorganization for a business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. and Qianzhi Group Holding (Cayman) Limited[611](index=611&type=chunk)[612](index=612&type=chunk) - The company accounts for ordinary shares subject to possible redemption as temporary equity, measured at redemption value, with **6,900,000** shares valued at **$71,419,358** as of **December 31, 2023**[728](index=728&type=chunk)[690](index=690&type=chunk) [Controls and Procedures](index=70&type=section&id=Item%209A.%20Controls%20and%20Procedures) The company's management, including the CEO and CFO, concluded that as of **December 31, 2023**, disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of **December 31, 2023**[575](index=575&type=chunk) - The ineffectiveness is attributed solely to a material weakness in internal control over financial reporting related to the company's lack of qualified SEC reporting professionals[575](index=575&type=chunk)[482](index=482&type=chunk) - The annual report does not include a management's assessment report on internal control over financial reporting, as permitted for newly public companies[549](index=549&type=chunk)[749](index=749&type=chunk) PART III This part details the company's corporate governance structure, executive compensation policies, beneficial ownership of securities, related party transactions, and fees paid to the independent auditor [Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides information on the company's directors and executive officers, including their backgrounds and qualifications, and outlines the board's structure and established committees Board of Directors and Executive Officers | Name | Position | | :--- | :--- | | Na Gai | Chairwoman of the Board of Directors | | Jiangang Luo | Chief Executive Officer | | Jing Lu | Chief Financial Officer | | Lawrence Leighton | Independent Director | | Wei Li | Independent Director | | Jun Zhang | Independent Director | - The board of directors is divided into three classes with staggered three-year terms[557](index=557&type=chunk) - The board has determined that Lawrence Leighton, Wei Li, and Jun Zhang are independent directors, and the Audit Committee and Compensation Committee are composed entirely of these independent directors[559](index=559&type=chunk)[584](index=584&type=chunk)[585](index=585&type=chunk) - The company adopted a Code of Ethics effective **July 11, 2023**, which applies to all executive officers, directors, and employees[621](index=621&type=chunk) [Executive Compensation](index=76&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers have received cash compensation for their services, and an affiliate of the sponsors, Bowen Holding LP, is paid **$10,000** per month for office space and administrative services - No executive officer has received any cash compensation for services rendered[623](index=623&type=chunk) - The company pays Bowen Holding LP, an affiliate, a fee of **$10,000** per month for office space and secretarial services[623](index=623&type=chunk) - Officers, directors, and their affiliates will be reimbursed for out-of-pocket expenses incurred on the company's behalf, with no limit on the amount[624](index=624&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=76&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of the company's ordinary shares, with primary owners being the sponsors, Createcharm Holdings Ltd (**16.3%**) and Bowen Holding LP (**6.2%**) Beneficial Ownership of Ordinary Shares | Beneficial Owner | Percentage of Outstanding Ordinary Shares | | :--- | :--- | | Createcharm Holdings Ltd | 16.3% | | Bowen Holding LP | 6.2% | | Periscope Capital Inc. | 5.4% | | Bulldog Investors, LLP | 5.09% | | Spring Creek Capital, LLC | 5.15% | - Createcharm Holdings Ltd is controlled by Na Gai, the company's Chairwoman[632](index=632&type=chunk) - The Founder Shares are held in escrow and are subject to transfer restrictions until six months after the consummation of the initial business combination[638](index=638&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=79&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines transactions between the company and its related parties, including the sponsors' purchase of Founder Shares and Private Placement Units, and administrative service agreements - Sponsors purchased **1,725,000** Founder Shares for **$25,000** and an aggregate of **361,500** Private Placement Units for **$3,615,000**[646](index=646&type=chunk)[647](index=647&type=chunk) - Sponsors provided a non-interest bearing loan of up to **$300,000** for IPO expenses, which was due at closing and has expired[650](index=650&type=chunk) - The company pays an affiliate **$10,000** per month for administrative services and has engaged another affiliate, TenX Global Capital, for accounting and financial reporting services[651](index=651&type=chunk)[652](index=652&type=chunk) - The company has adopted a Related Party Policy requiring the audit committee to review and approve transactions exceeding **$120,000** involving related parties[655](index=655&type=chunk)[658](index=658&type=chunk) [Principal Accountant Fees and Services](index=81&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company's independent registered public accounting firm is UHY LLP, and for the period from inception through **December 31, 2023**, total fees paid were for audit and audit-related services Fees Paid to UHY LLP | Fee Type | Amount (Inception to 12/31/2023) | | :--- | :--- | | Audit Fees | $117,000 | | Audit-Related Fees | $39,351 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee has a pre-approval policy for all auditing and permitted non-audit services provided by the auditors[665](index=665&type=chunk) PART IV This part lists all exhibits and financial statement schedules filed as part of the annual report [Exhibits, Financial Statement Schedules](index=82&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K, including the financial statements and various exhibits - The report includes the company's consolidated financial statements and notes for the period ended **December 31, 2023**[668](index=668&type=chunk)[672](index=672&type=chunk) - A list of exhibits filed with the report is provided, including the Business Combination Agreement, corporate governance documents, and various agreements related to the IPO and private placements[673](index=673&type=chunk)[669](index=669&type=chunk)

New York, NY, Jan. 18, 2024 (GLOBE NEWSWIRE) -- 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 company engaged in development, manufacturing and sales of ozonated health and wellness products in China. Pursuant to the Merger Agreement, BOWN's wholly owned subsidiary, Bowen Merger Sub, a Cayman Islands exempted c ...

[Part I - Financial Information](index=4&type=section&id=Part%20I%20-%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) This section presents Bowen Acquisition Corp's unaudited financial statements as of September 30, 2023, including Balance Sheet, Statements of Operations, and Cash Flows, highlighting net income from trust account interest and cash held for a future business combination Balance Sheet Highlights (Unaudited, as of September 30, 2023) | Account | Amount ($) | | :--- | :--- | | **Assets** | | | Cash | 501,128 | | Cash held in Trust Account | 70,450,871 | | **Total Assets** | **71,072,719** | | **Liabilities & Equity** | | | Total Current Liabilities | 90,278 | | Ordinary shares subject to possible redemption | 70,450,871 | | Total Shareholders' Equity | 531,570 | | **Total Liabilities and Shareholders' Equity** | **71,072,719** | Statement of Operations Highlights (Unaudited) | Metric | For the Three Months Ended Sep 30, 2023 ($) | For the Period from Feb 17, 2023 (Inception) to Sep 30, 2023 ($) | | :--- | :--- | :--- | | Loss from operations | (187,428) | (190,533) | | Interest earned on trust account | 760,871 | 760,871 | | **Net Income** | **573,444** | **570,338** | Statement of Cash Flows Highlights (Unaudited, from Inception to Sep 30, 2023) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (217,870) | | Net cash used in investing activities | (69,690,000) | | Net cash provided by financing activities | 70,408,998 | | **Net change in cash** | **501,128** | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) The notes detail the company's nature as a blank check company, its IPO completion, substantial doubt about going concern, key accounting policies, and related party transactions - The company was incorporated on February 17, 2023, as a blank check company to effect a business combination and has not commenced any operations. All activity relates to its formation and IPO[20](index=20&type=chunk)[22](index=22&type=chunk) - Management has determined there is **substantial doubt** about the Company's ability to continue as a going concern due to the requirement to complete a Business Combination within the 15 to 18-month Combination Period, or face liquidation[28](index=28&type=chunk)[29](index=29&type=chunk) - On July 14, 2023, the company consummated its IPO of **6,000,000 units at $10.00 per unit**. The underwriters' over-allotment option for an additional **900,000 units** was fully exercised on July 17, 2023[23](index=23&type=chunk)[25](index=25&type=chunk)[54](index=54&type=chunk) - The company has a Business Combination Marketing Agreement with EBC, entitling EBC to a fee of **3.5% of the gross IPO proceeds ($2,415,000)** upon consummation of a business combination[75](index=75&type=chunk) - As of September 30, 2023, **6,900,000 ordinary shares** are subject to possible redemption at a value of **$10.21 per share**, totaling **$70,450,871**[12](index=12&type=chunk)[52](index=52&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202%20%E2%80%93%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no operations, attributing net income to trust account interest, and detailing liquidity for a future business combination and operating expenses - The company is a blank check company formed to effect a business combination, intending to focus its search on businesses in Asia, but is not limited to a specific industry or region[87](index=87&type=chunk) Financial Results Summary | Period | Net Income ($) | Key Driver | | :--- | :--- | :--- | | Three months ended Sep 30, 2023 | 573,444 | Interest income of $760,871 offset by operating costs | | Inception (Feb 17, 2023) to Sep 30, 2023 | 570,338 | Interest income of $760,871 offset by operating costs | - Following the IPO and over-allotment exercise, **$69,690,000** was placed in a trust account. These funds are intended for completing an initial business combination[92](index=92&type=chunk) - The company has approximately **$700,000** of proceeds held outside the trust account available for working capital, primarily to identify and evaluate target businesses and cover public company costs[93](index=93&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures regarding market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide disclosures about market risk[110](index=110&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness in internal control over financial reporting related to an accretion adjustment - The CEO and CFO evaluated disclosure controls and procedures and concluded they were **not effective** as of September 30, 2023[105](index=105&type=chunk) - The ineffectiveness was attributed solely to a **material weakness** in internal control over financial reporting related to the accretion adjustment[105](index=105&type=chunk)[112](index=112&type=chunk) - No changes were made to internal controls during the quarter that materially affected, or are likely to materially affect, internal control over financial reporting, other than the identification of the material weakness[112](index=112&type=chunk) [Part II - Other Information](index=24&type=section&id=Part%20II%20-%20Other%20Information) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section outlines unregistered equity sales, including founder shares and private placement units, and details the use of IPO proceeds, primarily for the trust account and underwriting commissions - Prior to the IPO, the company issued **1,725,000 ordinary shares** to its sponsors and **180,000 shares** to EarlyBirdCapital, Inc. These sales were exempt from registration under Section 4(a)(2) of the Securities Act[113](index=113&type=chunk) - Concurrently with the IPO and over-allotment exercise, the company sold a total of **361,500 Private Placement Units at $10.00 per unit** to its sponsors and EarlyBirdCapital, Inc., generating gross proceeds of **$3,615,000**[115](index=115&type=chunk)[116](index=116&type=chunk) - A total of **$69,690,000** from the IPO and private placement proceeds was deposited into the trust account. The company paid **$1,725,000** in underwriting discounts and commissions[117](index=117&type=chunk)[118](index=118&type=chunk) [Exhibits](index=25&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists exhibits filed with Form 10-Q, including SOX certifications from principal officers and Inline XBRL documents - The filing includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[121](index=121&type=chunk) - Inline XBRL data files (Instance, Schema, Calculation, Definition, Label, and Presentation) are included as part of the submission[121](index=121&type=chunk) [Signatures](index=26&type=section&id=Signatures) The report is formally signed and authorized by the company's principal officers - The report was duly signed on November 9, 2023, by Jiangang Luo, Chief Executive Officer, and Jing Lu, Chief Financial Officer[127](index=127&type=chunk)

Part I - Financial Information [Financial Statements](index=3&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) The financial statements as of June 30, 2023, show the company's pre-IPO financial position, including assets, liabilities, and a net loss, prior to its significant capital raise [Balance Sheet (Unaudited)](index=3&type=section&id=Balance%20Sheet%20(Unaudited)) As of June 30, 2023, total assets were $1,189,213, primarily deferred offering costs, with total liabilities at $151,318 and shareholders' equity at $1,037,895 Balance Sheet as of June 30, 2023 (Unaudited) | Category | Item | Amount ($) | | :--- | :--- | :--- | | **Assets** | | | | | Cash | 2,520 | | | Deferred offering costs | 1,185,732 | | | **Total Assets** | **1,189,213** | | **Liabilities & Equity** | | | | | Due to related party | 148,813 | | | Total Current Liabilities | 151,318 | | | **Total Liabilities** | **151,318** | | | Total Shareholders' Equity | 1,037,895 | | | **Total Liabilities and Shareholders' Equity** | **1,189,213** | [Statements of Operations (Unaudited)](index=4&type=section&id=Statements%20of%20Operations%20(Unaudited)) From inception to June 30, 2023, the company reported no revenue and a net loss of $3,105 due to formation and operating costs, with a net loss per share of $(0.002) Operating Results (Inception to June 30, 2023) | Metric | Value | | :--- | :--- | | Formation and operating costs | $3,105 | | **Net loss** | **$(3,105)** | | Basic and diluted net loss per common share | $(0.002) | [Statement of Shareholders' Equity (Unaudited)](index=5&type=section&id=Statement%20of%20Shareholders'%20Equity%20(Unaudited)) From inception to June 30, 2023, shareholders' equity increased to $1,037,895, driven by the issuance of 1,905,000 ordinary shares, offset by an accumulated deficit Changes in Shareholders' Equity (Inception to June 30, 2023) | Item | Amount ($) | | :--- | :--- | | Issuance of ordinary shares to Sponsor & Underwriter | 1,041,000 | | Net loss | (3,105) | | **Balance as of June 30, 2023** | **1,037,895** | [Statement of Cash Flows (Unaudited)](index=6&type=section&id=Statement%20of%20Cash%20Flows%20(Unaudited)) From inception to June 30, 2023, the company reported no operating cash flow, with $2,520 net cash provided by financing activities, resulting in an ending cash balance of $2,520 Cash Flow Summary (Inception to June 30, 2023) | Activity | Net Cash Flow ($) | | :--- | :--- | | Operating Activities | 0 | | Financing Activities | 2,520 | | **Net change in cash** | **2,520** | | **Cash at end of period** | **2,520** | [Notes to Unaudited Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) These notes detail the company's blank check status, post-period IPO and private placement activities, related-party transactions, commitments, and going concern uncertainty - The company is a **blank check company** formed to effect a business combination and has not commenced any operations as of June 30, 2023[63](index=63&type=chunk)[103](index=103&type=chunk) - Management has identified conditions raising substantial doubt about the company's ability to continue as a **going concern**, primarily due to the requirement to complete a Business Combination within the specified Combination Period[82](index=82&type=chunk)[106](index=106&type=chunk) - Subsequent to the balance sheet date, on July 14, 2023, the company consummated its IPO of **6,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$60,000,000**[29](index=29&type=chunk)[104](index=104&type=chunk) - On July 17, 2023, underwriters fully exercised their over-allotment option to purchase an additional **900,000 units**, generating further gross proceeds of **$9,000,000**[10](index=10&type=chunk)[30](index=30&type=chunk)[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's status as a blank check company with no operations, its pre-IPO organizational activities, and the post-IPO placement of **$69,690,000** net proceeds into a trust account - The company is a **blank check company** incorporated to effect a business combination, with an intended focus on businesses in Asia[15](index=15&type=chunk) - Since inception, the company has not engaged in any operations or generated revenue, incurring a net loss of **$3,105** from February 17, 2023, to June 30, 2023[16](index=16&type=chunk)[17](index=17&type=chunk) IPO and Trust Account Details (as of July 18, 2023) | Item | Amount ($) | | :--- | :--- | | Gross Proceeds from IPO (incl. over-allotment) | 69,000,000 | | Gross Proceeds from Private Placements | 3,615,000 | | Amount placed in Trust Account | 69,690,000 | - The company engaged EBC as a business combination advisor, with fees payable upon consummation, including **3.5% of IPO gross proceeds** and a potential **1.0% of total consideration** if EBC introduces the target[12](index=12&type=chunk)[142](index=142&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=20&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a **smaller reporting company** defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[145](index=145&type=chunk) [Controls and Procedures](index=20&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) As of June 30, 2023, the CEO and CFO concluded the company's disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer evaluated the company's disclosure controls and procedures and concluded they were **effective** as of June 30, 2023[147](index=147&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[128](index=128&type=chunk)[148](index=148&type=chunk) - A report of management's assessment regarding internal control over financial reporting is not included, as permitted for **newly public companies**[88](index=88&type=chunk) Part II - Other Information [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202%20%E2%80%93%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities, including founder shares and private placements, and confirms the deposit of **$69,690,000** from the July 2023 IPO and private placements into a trust account - In February and March 2023, the company issued an aggregate of **1,905,000 ordinary shares** to its sponsors and EarlyBirdCapital, Inc. in transactions exempt from registration under Section 4(a)(2) of the Securities Act[114](index=114&type=chunk) - Simultaneously with the IPO, the company sold **330,000 Private Placement Units** at **$10.00 each** in a private sale, raising **$3,300,000**[151](index=151&type=chunk) - Following the full exercise of the over-allotment option, an additional **31,500 Private Placement Units** were sold, generating **$315,000**[131](index=131&type=chunk) - As of July 18, 2023, a total of **$69,690,000** from the IPO and private placement proceeds was deposited into the trust account[152](index=152&type=chunk) [Exhibits](index=23&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive and Financial Officers and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the **Sarbanes-Oxley Act of 2002**[154](index=154&type=chunk) [Signatures](index=24&type=section&id=Signatures) The quarterly report was signed and authorized by the Chief Executive Officer, Jiangang Luo, and Chief Financial Officer, Jing Lu, on August 25, 2023 - The report was signed on **August 25, 2023**, by Jiangang Luo (Chief Executive Officer) and Jing Lu (Chief Financial Officer)[156](index=156&type=chunk)