Financial Performance - The company reported a net loss of $1,289,691 for the six months ended June 30, 2025, compared to a net income of $1,603,116 for the same period in 2024[10]. - The net income for the three months ended June 30, 2025, was $750,303, while the net loss for the same period in 2024 was $(1,289,691)[59]. - For the three months ended June 30, 2025, the company had a net income of $750,303, which included a loss of $76,828 from operating costs and a gain from the change in fair value of the forward purchase agreement of $755,837[102]. - For the six months ended June 30, 2025, the company reported a net loss of $1,289,691, which included a loss of $211,563 from operating costs and a loss on issuance of FPA liability of $1,929,656[103]. Assets and Liabilities - As of June 30, 2025, total assets decreased to $8,514,688 from $76,048,300 as of December 31, 2024, representing a decline of approximately 88.8%[7]. - Cash and cash equivalents decreased to $17,556 as of June 30, 2025, down from $103,774 at the end of 2024, a decline of approximately 83.1%[7]. - Total current liabilities increased to $2,137,604 as of June 30, 2025, compared to $1,053,115 as of December 31, 2024, an increase of approximately 102.4%[7]. - The accumulated deficit increased to $(2,088,977) as of June 30, 2025, from $(799,283) as of December 31, 2024, reflecting a deterioration in financial position[7]. - As of June 30, 2025, the Company had cash and cash equivalents of $17,556 and a working capital deficit of $1,938,476[39]. - The balance of payable to the target company was $242,316 as of June 30, 2025, an increase from $75,000 as of December 31, 2024[51]. - As of June 30, 2025, total accrued expenses due to related parties amounted to $172,020, including $150,000 for administration fees[73]. Trust Account and Investments - The Company has $8,241,047 remaining in the Trust Account after redemptions as of April 14, 2025[31]. - As of June 30, 2025, the Trust Account had a balance of $8,315,560, down from $75,794,241 as of December 31, 2024[47]. - Interest and dividend income earned from the Trust Account totaled $88,405 for the three months and $185,727 for the six months ended June 30, 2025, which were fully reinvested[47]. - The Company placed $69,690,000 in a trust account from the net proceeds of the IPO and private placement, intended for the initial business combination[107]. - The fair value of the FPA liability as of June 30, 2025, was $806,502, with a change in fair value of $(1,123,154) during the six months[91]. Initial Public Offering (IPO) and Fundraising - The company generated gross proceeds of $60,000,000 from its IPO, which consisted of 6,000,000 units sold at an offering price of $10.00 per unit[22]. - The Company completed a private placement of 330,000 units at $10.00 per unit, generating total proceeds of $3,300,000[23]. - On July 18, 2023, the Company sold an additional 900,000 units at $10.00 per unit, generating gross proceeds of $9,000,000[24]. - The Company sold 6,000,000 Units at $10.00 per Unit during the IPO on July 14, 2023, with an over-allotment option fully exercised for an additional 900,000 units[66]. - The Company incurred transaction costs of $3,318,898 related to the IPO, including $1,725,000 in cash underwriting fees[106]. - The Company will pay EBC a service fee of $2,415,000 upon the consummation of its initial Business Combination, equal to 3.5% of the gross proceeds of the IPO[79]. Business Combination and Future Plans - The Company entered into a business combination agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. on January 18, 2024[34]. - The Company has until 18 months from the IPO closing to complete a Business Combination, or it will cease operations and redeem 100% of Public Shares[26]. - The Merger will result in the issuance of 7,246,377 Parent Ordinary Shares and up to 1,400,000 Earnout Shares[36]. - The Company expects to obtain additional funds from related parties to support its business combination efforts[39]. - 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[116]. Internal Controls and Compliance - The Company intends to improve its disclosure controls and procedures due to identified weaknesses in internal control over financial reporting[124]. - Management believes that the financial statements present fairly the financial position and results of operations for the periods presented[124]. - No changes in internal control over financial reporting materially affected the Company during the most recent fiscal quarter[125]. - The company received a notice from NASDAQ on July 10, 2025, regarding non-compliance with the minimum requirement of 1,100,000 publicly held shares[94]. - On July 11, 2025, the company held a meeting to approve an amendment allowing the board to extend the deadline for completing a business combination by up to five one-month increments[95]. Other Financial Information - The Company recorded a $1,929,656 loss on the issuance of a Prepaid Forward Purchase Agreement liability[82]. - The Company has recorded interest expenses of $122,174 for the six months ended June 30, 2025, related to a $500,000 loan from a related party[71]. - The Company incurred $422,386 in business combination-related costs for the six months ended June 30, 2025, with $384,212 reimbursed by the target company, Qianzhi[80]. - The Company has not generated any operating revenues to date and expects to incur significant costs as a public company[101]. - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage of $250,000[61].
Bowen Acquisition Corp(BOWNU) - 2025 Q2 - Quarterly Report