Bowen Acquisition p(BOWN) - 2023 Q3 - Quarterly Report

Part I - Financial Information Financial Statements This section presents Bowen Acquisition Corp's unaudited financial statements as of September 30, 2023, including Balance Sheet, Statements of Operations, and Cash Flows, highlighting net income from trust account interest and cash held for a future business combination Balance Sheet Highlights (Unaudited, as of September 30, 2023) | Account | Amount ($) | | :--- | :--- | | Assets | | | Cash | 501,128 | | Cash held in Trust Account | 70,450,871 | | Total Assets | 71,072,719 | | Liabilities & Equity | | | Total Current Liabilities | 90,278 | | Ordinary shares subject to possible redemption | 70,450,871 | | Total Shareholders' Equity | 531,570 | | Total Liabilities and Shareholders' Equity | 71,072,719 | Statement of Operations Highlights (Unaudited) | Metric | For the Three Months Ended Sep 30, 2023 ($) | For the Period from Feb 17, 2023 (Inception) to Sep 30, 2023 ($) | | :--- | :--- | :--- | | Loss from operations | (187,428) | (190,533) | | Interest earned on trust account | 760,871 | 760,871 | | Net Income | 573,444 | 570,338 | Statement of Cash Flows Highlights (Unaudited, from Inception to Sep 30, 2023) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (217,870) | | Net cash used in investing activities | (69,690,000) | | Net cash provided by financing activities | 70,408,998 | | Net change in cash | 501,128 | Notes to Unaudited Financial Statements The notes detail the company's nature as a blank check company, its IPO completion, substantial doubt about going concern, key accounting policies, and related party transactions - The company was incorporated on February 17, 2023, as a blank check company to effect a business combination and has not commenced any operations. All activity relates to its formation and IPO[20][22] - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to the requirement to complete a Business Combination within the 15 to 18-month Combination Period, or face liquidation[28][29] - On July 14, 2023, the company consummated its IPO of 6,000,000 units at $10.00 per unit. The underwriters' over-allotment option for an additional 900,000 units was fully exercised on July 17, 2023[23][25][54] - The company has a Business Combination Marketing Agreement with EBC, entitling EBC to a fee of 3.5% of the gross IPO proceeds ($2,415,000) upon consummation of a business combination[75] - As of September 30, 2023, 6,900,000 ordinary shares are subject to possible redemption at a value of $10.21 per share, totaling $70,450,871[12][52] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company with no operations, attributing net income to trust account interest, and detailing liquidity for a future business combination and operating expenses - The company is a blank check company formed to effect a business combination, intending to focus its search on businesses in Asia, but is not limited to a specific industry or region[87] Financial Results Summary | Period | Net Income ($) | Key Driver | | :--- | :--- | :--- | | Three months ended Sep 30, 2023 | 573,444 | Interest income of $760,871 offset by operating costs | | Inception (Feb 17, 2023) to Sep 30, 2023 | 570,338 | Interest income of $760,871 offset by operating costs | - Following the IPO and over-allotment exercise, $69,690,000 was placed in a trust account. These funds are intended for completing an initial business combination[92] - The company has approximately $700,000 of proceeds held outside the trust account available for working capital, primarily to identify and evaluate target businesses and cover public company costs[93] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide disclosures regarding market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide disclosures about market risk[110] Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness in internal control over financial reporting related to an accretion adjustment - The CEO and CFO evaluated disclosure controls and procedures and concluded they were not effective as of September 30, 2023[105] - The ineffectiveness was attributed solely to a material weakness in internal control over financial reporting related to the accretion adjustment[105][112] - No changes were made to internal controls during the quarter that materially affected, or are likely to materially affect, internal control over financial reporting, other than the identification of the material weakness[112] Part II - Other Information Unregistered Sales of Equity Securities and Use of Proceeds This section outlines unregistered equity sales, including founder shares and private placement units, and details the use of IPO proceeds, primarily for the trust account and underwriting commissions - Prior to the IPO, the company issued 1,725,000 ordinary shares to its sponsors and 180,000 shares to EarlyBirdCapital, Inc. These sales were exempt from registration under Section 4(a)(2) of the Securities Act[113] - Concurrently with the IPO and over-allotment exercise, the company sold a total of 361,500 Private Placement Units at $10.00 per unit to its sponsors and EarlyBirdCapital, Inc., generating gross proceeds of $3,615,000[115][116] - A total of $69,690,000 from the IPO and private placement proceeds was deposited into the trust account. The company paid $1,725,000 in underwriting discounts and commissions[117][118] Exhibits This section lists exhibits filed with Form 10-Q, including SOX certifications from principal officers and Inline XBRL documents - The filing includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[121] - Inline XBRL data files (Instance, Schema, Calculation, Definition, Label, and Presentation) are included as part of the submission[121] Signatures The report is formally signed and authorized by the company's principal officers - The report was duly signed on November 9, 2023, by Jiangang Luo, Chief Executive Officer, and Jing Lu, Chief Financial Officer[127]