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Bowen Acquisition Corp(BOWNU) - 2024 Q1 - Quarterly Report
BOWNUBowen Acquisition Corp(BOWNU)2024-05-17 20:30

Financial Performance - The company reported a net income of 786,362forthethreemonthsendedMarch31,2024,comparedtoanetlossof786,362 for the three months ended March 31, 2024, compared to a net loss of 3,105 for the same period in 2023[7]. - Basic and diluted net income per redeemable ordinary share was 0.12forthethreemonthsendedMarch31,2024[7].−Thecompanyrecognizedanetlossof0.12 for the three months ended March 31, 2024[7]. - The company recognized a net loss of (103,223) for redeemable shares and (33,907)fornon−redeemablesharesintheallocationofnetloss[40].−AsofMarch31,2024,thecompanyhadanetincomeof(33,907) for non-redeemable shares in the allocation of net loss[40]. - As of March 31, 2024, the company had a net income of 786,362, consisting of a loss of 137,130fromformationandoperatingcostsoffsetbyincomeof137,130 from formation and operating costs offset by income of 923,492 earned on the Trust Account[76]. Assets and Liabilities - As of March 31, 2024, total assets amounted to 72,763,700,anincreasefrom72,763,700, an increase from 71,925,752 as of December 31, 2023, representing a growth of approximately 1.2%[6]. - Total current liabilities increased to 155,446asofMarch31,2024,from155,446 as of March 31, 2024, from 103,860 as of December 31, 2023, reflecting a rise of about 49.7%[6]. - Total shareholders' equity decreased to 265,404asofMarch31,2024,from265,404 as of March 31, 2024, from 402,534 as of December 31, 2023, a decline of approximately 34.1%[6]. - The fair value of marketable securities held in the trust account was 72,342,850asofMarch31,2024,comparedto72,342,850 as of March 31, 2024, compared to 71,419,358 as of December 31, 2023[70]. Cash Flow and Investments - Cash at the end of the period was 335,959,downfrom335,959, down from 426,913 at the beginning of the period, indicating a decrease of approximately 21.3%[11]. - As of March 31, 2024, the Company had cash of 335,959andworkingcapitalof335,959 and working capital of 239,601[23]. - The Trust Account had a balance of 72,342,850asofMarch31,2024,withinterestanddividendincomeearnedtotaling72,342,850 as of March 31, 2024, with interest and dividend income earned totaling 923,492 for the three months ended March 31, 2024[31]. - The company generated interest income of 923,492frominvestmentsheldinthetrustaccountduringthethreemonthsendedMarch31,2024[7].IPOandFundraising−TheIPOgeneratedgrossproceedsof923,492 from investments held in the trust account during the three months ended March 31, 2024[7]. IPO and Fundraising - The IPO generated gross proceeds of 60,000,000 from the sale of 6,000,000 units at an offering price of 10.00perunit[15].−TheCompanysoldanadditional900,000Unitsat10.00 per unit[15]. - The Company sold an additional 900,000 Units at 10.00 per Unit, generating gross proceeds of 9,000,000onJuly18,2023[17].−Thecompanyraised9,000,000 on July 18, 2023[17]. - The company raised 60,000,000 from its public offering by selling 6,000,000 units at 10.00perunit,withanadditional10.00 per unit, with an additional 9,000,000 generated from the over-allotment option[44][54]. - The total amount placed in the trust account after the IPO and over-allotment was 69,690,000,whichmaybeinvestedinU.S.governmentsecuritieswithamaturityof185daysorless[79].BusinessCombination−Thecompanyhasnotcommencedanyoperationsandisfocusedoncompletingitsinitialbusinesscombination[14].−TheproposedbusinesscombinationinvolvesmergingwithShenzhenQianzhiBioTechnologyCo.Ltd.,withNewCobeingthesurvivingentity[20][21].−TheCompanyisinaCombinationPerioduntil15monthsfromtheclosingoftheIPO,withapotentialextensionto18months[19].−Managementhasraisedsubstantialdoubtaboutthecompany′sabilitytocontinueasagoingconcernduetothepotentialinabilitytocompleteabusinesscombinationwithintherequiredperiod[82].CostsandExpenses−Transactioncostsamountedto69,690,000, which may be invested in U.S. government securities with a maturity of 185 days or less[79]. Business Combination - The company has not commenced any operations and is focused on completing its initial business combination[14]. - The proposed business combination involves merging with Shenzhen Qianzhi BioTechnology Co. Ltd., with NewCo being the surviving entity[20][21]. - The Company is in a Combination Period until 15 months from the closing of the IPO, with a potential extension to 18 months[19]. - Management has raised substantial doubt about the company's ability to continue as a going concern due to the potential inability to complete a business combination within the required period[82]. Costs and Expenses - Transaction costs amounted to 3,318,898, including 1,725,000incashunderwritingfeesand1,725,000 in cash underwriting fees and 1,593,898 in other offering costs[18]. - The company incurred 206,803inbusinesscombination−relatedcostsduringthethreemonthsendedMarch31,2024,ofwhich206,803 in business combination-related costs during the three months ended March 31, 2024, of which 181,000 was reimbursed by Shenzhen Qianzhi BioTechnology Co. Ltd.[63]. - The company has incurred transaction costs of 3,243,898relatedtotheIPO,including3,243,898 related to the IPO, including 1,725,000 in cash underwriting fees[78]. - The company has engaged EBC as an advisor for its business combination, agreeing to pay a service fee of $2,415,000, which is 3.5% of the gross proceeds of the IPO[62]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[25]. - The securities issued in the IPO and Private Placement were exempt from registration under Section 4(a)(2) of the Securities Act[96][98]. - The registration statement for the IPO was declared effective on July 11, 2023[97]. Miscellaneous - The company has not engaged in any operations or generated revenues to date, and does not expect to do so until after completing its initial business combination[75]. - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[74]. - No directors or officers adopted or terminated any trading arrangements during the quarter ended March 31, 2024[101].