Financial Performance - Net income for the three months ended June 30, 2024, was $816,754 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]. - 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]. - 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]. Assets and Liabilities - Total current assets decreased to $360,038 from $506,394, a decline of approximately 29% year-over-year[5]. - Total liabilities increased significantly to $219,730 from $103,860, marking an increase of approximately 111%[6]. - Total shareholders' equity decreased to $140,308 from $402,534, 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, 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, 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 $700,000 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 $10.00 per Unit[16]. - The company raised $60,000,000 from its public offering on July 14, 2023, with an additional $9,000,000 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 $9,000,000 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 $1,725,000 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 $206,803 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 $941,850 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 $71,419,358 as of December 31, 2023[77]. - The fair value of EBC founder shares was estimated at approximately $1,016,000, or $5.65 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, 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].
Bowen Acquisition Corp(BOWNU) - 2024 Q2 - Quarterly Report