Financial Performance - The company reported a net loss of $1,683,664 for the nine months ended September 30, 2025, compared to a net income of $2,428,474 for the same period in 2024, indicating a significant shift in financial performance[9] - The company experienced a loss from operations of $324,288 for the nine months ended September 30, 2025, compared to a loss of $389,655 for the same period in 2024, showing a slight improvement of about 16.8%[9] - The net loss for the three months ended September 30, 2025, was $(393,970), compared to a net income of $825,358 for the same period in 2024[58] - For the three months ended September 30, 2025, the company had a net loss of $393,970, which included a loss of $112,722 from operating costs and a change in fair value of forward purchase agreement of $367,148[99] - For the nine months ended September 30, 2025, the company reported a net loss of $1,683,664, consisting of a loss of $324,288 from operating costs and a loss on issuance of FPA liability of $1,929,656[100] Assets and Liabilities - Total current assets decreased from $254,059,000 as of December 31, 2024, to $190,057,000 as of September 30, 2025, representing a decline of approximately 25.2%[7] - Cash and cash equivalents decreased from $103,774,000 at the beginning of the period to $17,731,000 at the end of September 30, 2025, a decline of approximately 83.0%[16] - Total liabilities increased from $1,053,115 as of December 31, 2024, to $2,608,228 as of September 30, 2025, marking a rise of approximately 147.5%[7] - The total shareholders' deficit increased from $799,056 as of December 31, 2024, to $2,418,171 as of September 30, 2025, indicating a deterioration of approximately 202.5%[7] - As of September 30, 2025, the Company reported cash and cash equivalents of $17,731 and a working capital deficit of $2,418,171[37] 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[20] - A Private Placement of 330,000 units was also completed simultaneously, generating total proceeds of $3.3 million[21] - The underwriters exercised their over-allotment option, resulting in an additional sale of 900,000 Units for gross proceeds of $9 million[22] - The company raised $60,000,000 from its initial public offering (IPO) by selling 6,000,000 units at $10.00 per unit, with an over-allotment option fully exercised for an additional $9,000,000[65] - Following the IPO, the company placed $69,690,000 in a trust account, which may be used for its initial business combination[105] Business Combination and Related Costs - The Company extended the time to consummate its initial Business Combination to January 14, 2025, with a loan of $690,000 from sponsors[26] - A proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. was announced on January 18, 2024, involving a merger with NewCo[32] - The merger will result in the issuance of 7,246,377 Parent Ordinary Shares and up to 1,400,000 Earnout Shares to NewCo shareholders[34] - For the nine months ended September 30, 2025, the company incurred $512,073 in business combination-related costs, of which $482,144 were reimbursed by the target company, Qianzhi[78] - The company will pay EBC a service fee of $2,415,000 upon the consummation of its initial Business Combination, which is 3.5% of the gross proceeds of the IPO[77] Trust Account and Investments - The Trust Account held investments valued at $8,215,231 as of September 30, 2025, down from $75,794,241 as of December 31, 2024[45] - Interest earned on investments held in the trust account decreased significantly from $2,818,129 for the nine months ended September 30, 2024, to $271,452 for the same period in 2025, a drop of approximately 90.4%[9] - Interest and dividend income from the Trust Account for the three months ended September 30, 2025, was $85,725, and for the nine months, it was $271,452, both of which were reinvested[45] Shareholder Information - The weighted average common stock outstanding subject to possible redemption decreased from 6,900,000 shares in 2024 to 729,676 shares in 2025, reflecting a reduction of approximately 89.4%[9] - The weighted average shares outstanding for the three months ended September 30, 2025, was 729,676, compared to 2,266,500 for the same period in 2024[58] - The company has 2,266,500 ordinary shares issued and outstanding as of September 30, 2025, excluding 727,871 shares subject to possible redemption[83] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[39] - The company received a Nasdaq listing qualifications hearing decision letter on October 30, 2025, notifying it of the determination to delist its securities due to failure to complete its business combination by the deadline[93] - The company plans to enhance its disclosure controls and procedures to address material weaknesses identified in internal control over financial reporting[122] - Management believes that the financial statements present fairly the financial position and results of operations for the periods presented[122] - No changes in internal control over financial reporting materially affected the Company during the most recent fiscal quarter[123] Miscellaneous - The company has recorded an interest expense of $122,174 for the nine months ended September 30, 2025, related to a $500,000 loan from a related party[70] - The fair value of the Founder Shares was estimated at approximately $209,442, or $6.98 per share, based on a probability of completion of the business combination of 65%[70] - The company incurred transaction costs of $3,318,898 related to its IPO, including $1,725,000 in cash underwriting fees[104] - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[98]
Bowen Acquisition Corp(BOWNU) - 2025 Q3 - Quarterly Report