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Bowen Acquisition Corp(BOWNU) - 2024 Q2 - Quarterly Report
BOWNUBowen Acquisition Corp(BOWNU)2024-08-13 20:30

Financial Performance - Net income for the three months ended June 30, 2024, was 816,754comparedtoanetlossof816,754 compared to a net loss of 3,105 for the same period in 2023[8]. - Net income for the six months ended June 30, 2024, was 1,603,116[41].−BasicstockanddilutednetincomepershareforthethreemonthsendedJune30,2024,was1,603,116[41]. - Basic stock and diluted net income per share for the three months ended June 30, 2024, was 0.12, while for the same period in 2023, it was (0.01)[43].−ThenetlossincludingaccretionofequityintoredemptionvalueforthethreemonthsendedJune30,2024,was(0.01)[43]. - The net loss including accretion of equity into redemption value for the three months ended June 30, 2024, was (125,096), and for the six months ended June 30, 2024, it was (262,226)[41].AssetsandLiabilities−Totalcurrentassetsdecreasedto(262,226)[41]. Assets and Liabilities - Total current assets decreased to 360,038 from 506,394,adeclineofapproximately29506,394, a decline of approximately 29% year-over-year[5]. - Total liabilities increased significantly to 219,730 from 103,860,markinganincreaseofapproximately111103,860, marking an increase of approximately 111%[6]. - Total shareholders' equity decreased to 140,308 from 402,534,adeclineofapproximately65402,534, a decline of approximately 65%[7]. - As of June 30, 2024, the Company had cash of 272,630 and a working capital of 95,109,raisingconcernsaboutitsabilitytocontinueasagoingconcern[25].CashFlowandOperatingActivities−CashbalanceasofJune30,2024,is95,109, raising concerns about its ability to continue as a going concern[25]. Cash Flow and Operating Activities - Cash balance as of June 30, 2024, is 272,630, down from 426,913,representingadecreaseofabout36426,913, representing a decrease of about 36%[5]. - Net cash used in operating activities for the six months ended June 30, 2024, was (154,283)[11]. - The Company has approximately 700,000ofproceedsheldoutsidethetrustaccountavailableforoperationalexpensespriortotheinitialbusinesscombination[88].IPOandFundraising−TheCompanycompleteditsIPOonJuly14,2023,raisinggrossproceedsof700,000 of proceeds held outside the trust account available for operational expenses prior to the initial business combination[88]. IPO and Fundraising - The Company completed its IPO on July 14, 2023, raising gross proceeds of 60 million from the sale of 6,000,000 Public Units at 10.00perUnit[16].−Thecompanyraised10.00 per Unit[16]. - The company raised 60,000,000 from its public offering on July 14, 2023, with an additional 9,000,000fromtheover−allotmentoptionexercisedonJuly17,2023[51][54].−Anadditional900,000Unitsweresoldat9,000,000 from the over-allotment option exercised on July 17, 2023[51][54]. - An additional 900,000 Units were sold at 10.00 per Unit on July 18, 2023, generating gross proceeds of 9,000,000duetothefullexerciseoftheover−allotmentoption[61][86].−TheCompanyincurredtransactioncostsof9,000,000 due to the full exercise of the over-allotment option[61][86]. - The Company incurred transaction costs of 3,318,898 related to the IPO, which included 1,725,000incashunderwritingfees[19].BusinessCombination−TheCompanyhasuntil15monthsfromtheIPOclosingtocompleteaBusinessCombination,extendableto18months[20].−TheproposedbusinesscombinationinvolvesmergingwithShenzhenQianzhiBioTechnologyCo.Ltd.,withNewCoshareholdersreceivingatotalof7,246,377ParentOrdinaryShares[24].−TheCompanyincurred1,725,000 in cash underwriting fees[19]. Business Combination - The Company has until 15 months from the IPO closing to complete a Business Combination, extendable to 18 months[20]. - The proposed business combination involves merging with Shenzhen Qianzhi BioTechnology Co. Ltd., with NewCo shareholders receiving a total of 7,246,377 Parent Ordinary Shares[24]. - The Company incurred 252,002 of business combination-related costs during the six months ended June 30, 2024, with 206,803reimbursedbyQianzhi[70].InvestmentsandTrustAccount−TheTrustAccountheldinvestmentsvaluedat206,803 reimbursed by Qianzhi[70]. Investments and Trust Account - The Trust Account held investments valued at 73,284,700 as of June 30, 2024, with interest income of 941,850forthethreemonthsendedJune30,2024[32].−Thefairvalueofmarketablesecuritiesheldinthetrustaccountwas941,850 for the three months ended June 30, 2024[32]. - The fair value of marketable securities held in the trust account was 73,284,700 as of June 30, 2024, compared to 71,419,358asofDecember31,2023[77].−ThefairvalueofEBCfoundershareswasestimatedatapproximately71,419,358 as of December 31, 2023[77]. - The fair value of EBC founder shares was estimated at approximately 1,016,000, or 5.65pershare,basedonspecificassumptionsincludinga605.65 per share, based on specific assumptions including a 60% probability of completing a business combination[57][58]. Expenses and Costs - The Company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[82]. - The Company will pay EBC a service fee of 2,415,000 upon consummation of its initial Business Combination, equal to 3.5% of the gross proceeds of the IPO[69]. - The Company has engaged TenX Global Capital for accounting services at a fixed quarterly rate of 5,250,with5,250, with 10,500 incurred for the six months ended June 30, 2024[65]. Internal Controls and Compliance - Management intends to implement remediation steps to improve disclosure controls and internal control over financial reporting[101]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its internal controls[102]. - Management does not believe that any recently issued accounting standards will have a material effect on the company's consolidated financial statements[47]. Other Financial Information - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[15]. - The company has no long-term debt or significant liabilities reflected on its balance sheet[94]. - The company has not identified any critical accounting estimates that could materially affect its financial statements[98]. - There were no unrecognized tax benefits or accrued interest and penalties as of June 30, 2024[36].