Financial Performance - The company reported a net loss of $2,039,997 for the three months ended March 31, 2025, compared to a net income of $786,362 for the same period in 2024, representing a significant shift in performance [10]. - The basic and diluted net loss per share for redeemable ordinary shares was $(0.48) for Q1 2025, compared to a net income per share of $0.12 for Q1 2024 [10]. - For the three months ended March 31, 2025, the Company reported a net loss of $2,039,997 compared to a net income of $786,362 for the same period in 2024 [56]. - The basic and diluted net loss per share for the three months ended March 31, 2025, was $(0.48), while for the same period in 2024, it was $(0.54) [56]. - The company incurred a financing expense of $336,000 during the three months ended March 31, 2025 [10]. - The company incurred $35,328 in operating costs for the three months ended March 31, 2025, compared to $35,441 for the same period in 2024 [72]. - The company incurred a loss of $1,929,656 on the issuance of a Prepaid Forward Purchase Agreement liability, which is recorded in the consolidated statements of operations and balance sheets [107]. Assets and Liabilities - Total current assets decreased from $254,059,000 as of December 31, 2024, to $248,095,000 as of March 31, 2025, a decline of approximately 2.5% [8]. - Total liabilities increased from $1,053,115 as of December 31, 2024, to $2,848,469 as of March 31, 2025, marking an increase of approximately 170% [8]. - The company had cash and cash equivalents of $29,806,000 as of March 31, 2025, down from $103,774,000 at the end of 2024, a decrease of approximately 71.2% [8]. - As of March 31, 2025, the accumulated deficit increased to $(2,839,280) from $(799,283) as of December 31, 2024 [8]. - As of March 31, 2025, the Company had cash and cash equivalents of $29,806 and a working capital deficit of $2,600,374, raising substantial doubt about its ability to continue as a going concern [38]. - As of March 31, 2025, the ordinary shares subject to possible redemption amounted to $9,372,109, a decrease from $75,794,241 as of December 31, 2024 [60]. - The Trust Account balance was $9,372,109 as of March 31, 2025, down from $75,794,241 as of December 31, 2024, with interest income of $97,321 for the three months ended March 31, 2025 [45]. - The marketable securities held in the trust account were valued at $9,372,109 as of March 31, 2025, down from $75,794,241 as of December 31, 2024 [84]. Business Combination and IPO - The company generated gross proceeds of $60,000,000 from its IPO, which was completed on July 14, 2023 [21]. - The Company entered into a business combination agreement with Shenzhen Qianzhi on January 18, 2024, involving a merger with NewCo, which will result in the issuance of 7,246,377 Parent Ordinary Shares [33][35]. - The Company has until 18 months from the closing of the IPO to consummate a business combination, or it will be required to redeem 100% of the public shares [26]. - The Company extended the time to consummate an initial Business Combination from October 14, 2024, to January 14, 2025, with a loan of $690,000 from Shenzhen Qianzhi and EBC [28]. - On April 14, 2025, another extraordinary general meeting approved an extension to consummate the initial Business Combination until July 14, 2025, with 103,432 Public Shares redeemed at approximately $11.07 per share [31]. - The Company sold 6,000,000 Units at a price of $10.00 per Unit during its initial public offering on July 14, 2023, with an over-allotment option fully exercised for an additional 900,000 units [62]. - The total amount deposited in the trust account as of July 18, 2023, was $69,690,000, which includes proceeds from the Initial Public Offering [120]. - The Company has engaged EBC as an advisor for its Business Combination, agreeing to pay a service fee of $2,415,000 upon consummation [74]. - The company engaged EBC as an advisor for its Business Combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation [106]. Compliance and Regulatory Issues - The company received a notice from NASDAQ regarding non-compliance with listing rules due to the failure to file its Quarterly Report for the quarter ended March 31, 2025 [88]. - Management intends to implement remediation steps to improve disclosure controls and procedures and internal control over financial reporting [114]. Tax and Accounting - The Company follows the asset and liability method for income taxes, recognizing deferred tax assets and liabilities based on enacted tax rates [52]. - The Company recognized no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 [53]. - Management does not believe that any recently issued accounting standards will have a material effect on the Company's consolidated financial statements [61].
Bowen Acquisition Corp(BOWNU) - 2025 Q1 - Quarterly Report