Bowen Acquisition p(BOWN) - 2024 Q1 - Quarterly Report

Part I - Financial Information Financial Statements The company presents its unaudited Q1 2024 financial statements, reflecting its status as a pre-business combination SPAC Consolidated Balance Sheets Total assets grew to $72.8 million while shareholders' equity decreased to $265,404 due to redeemable share adjustments Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash | $335,959 | $426,913 | | Investment held in Trust Account | $72,342,850 | $71,419,358 | | Total Assets | $72,763,700 | $71,925,752 | | Liabilities & Equity | | | | Total Current Liabilities | $155,446 | $103,860 | | Ordinary shares subject to possible redemption | $72,342,850 | $71,419,358 | | Total Shareholders' Equity | $265,404 | $402,534 | Consolidated Statements of Operations The company reported a Q1 2024 net income of $786,362, driven entirely by interest earned on trust account investments Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2024 | Period from Feb 17, 2023 (Inception) to Mar 31, 2023 | | :--- | :--- | :--- | | Formation and operating costs | $137,130 | $3,105 | | Interest earned on investments | $923,492 | $0 | | Net Income (Loss) | $786,362 | ($3,105) | | Basic and diluted net income per share, redeemable | $0.12 | $0.00 | | Basic and diluted net loss per share, non-redeemable | ($0.01) | ($0.00) | Consolidated Statements of Changes in Shareholders' Equity Shareholders' equity decreased to $265,404, reflecting net income offset by reclassifications for redeemable shares Changes in Shareholders' Equity (For the three months ended March 31, 2024) | Description | Amount | | :--- | :--- | | Balance as of January 1, 2024 | $402,534 | | Subsequent measurement of redeemable common stock | ($923,492) | | Net income | $786,362 | | Balance as of March 31, 2024 | $265,404 | Consolidated Statements of Cash Flows Cash used in operations was $90,954, resulting in an end-of-period cash balance of $335,959 Cash Flow Summary (Unaudited) | Cash Flow Item | Three Months Ended Mar 31, 2024 | | :--- | :--- | | Net cash used in operating activities | ($90,954) | | Net cash provided by financing activities | $0 | | Net change in cash | ($90,954) | | Cash at beginning of period | $426,913 | | Cash at end of period | $335,959 | Notes to Consolidated Unaudited Financial Statements Notes detail the SPAC's organization, proposed business combination, and substantial doubt about its going concern status - The company is a Cayman Islands incorporated blank check company formed for the purpose of a business combination and has not commenced any operations[100][129] - On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization with Shenzhen Qianzhi BioTechnology Co Ltd and Qianzhi Group Holding (Cayman) Limited for a proposed business combination[12][103] - Management has concluded that substantial doubt exists about the Company's ability to continue as a going concern, due to recurring costs and the requirement to complete a Business Combination within a limited time frame[13][65][133] - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[107][135] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial results, liquidity, and significant going concern uncertainty for the pre-combination SPAC Overview The company is a blank check entity focused on Asia, with activities limited to organizational tasks and seeking a business combination - The company is a blank check company seeking a merger, share exchange, or similar business combination, with an intended focus on businesses in Asia[62] - Activities since inception have been limited to organizational tasks, preparing for the IPO, and identifying a target for a business combination[36] Results of Operations Q1 2024 net income of $786,362 was driven by trust account interest, offsetting operating costs Operating Results Comparison | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Q1 2024 | $786,362 | $923,492 interest income offset by $137,130 operating costs | | Inception to Mar 31, 2023 | ($3,105) | $3,105 in formation and operating costs | Liquidity, Capital Resources and Going Concern Liquidity is limited to cash outside the trust, and management has expressed substantial doubt about its going concern status - Following the IPO and over-allotment exercise, $69,690,000 was placed in a trust account, intended to be used for an initial business combination[64] - As of March 31, 2024, the company had $335,959 in cash and working capital of $239,601 available for operations[65] - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern[65][133] Critical Accounting Policies and Estimates Management has not identified any critical accounting estimates, with significant policies detailed in Note 2 - Management does not believe there are any critical accounting estimates; significant accounting policies are described in Note 2[41] - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the financial statements if adopted[69] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide market risk disclosures - As a smaller reporting company, Bowen Acquisition Corp is not required to provide disclosures about market risk[42][163] Controls and Procedures Disclosure controls were deemed ineffective due to a material weakness in financial reporting expertise - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2024[71] - The ineffectiveness was due to a material weakness related to the company's lack of a qualified SEC reporting professional[71] - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[43][165] Part II - Other Information Unregistered Sales of Equity Securities and Use of Proceeds This section details unregistered sales to sponsors and confirms that $69.7 million of IPO proceeds were placed in trust - On February 27, 2023, sponsors acquired 1,725,000 ordinary shares for $25,000; these sales were exempt from registration[73] - Simultaneously with the IPO, the company sold 330,000 Private Placement Units at $10.00 per unit, generating $3.3 million[166] - The IPO of 6,000,000 units at $10.00 per unit and the full over-allotment exercise generated gross proceeds of $69,000,000[45][54] - A total of $69,690,000 was deposited into the trust account, and $1,725,000 was paid in underwriting discounts and commissions[46][167] Other Information No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the first quarter of 2024[168] Exhibits This section lists the required Sarbanes-Oxley certifications and Inline XBRL financial data files filed with the report List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer (Section 302) | | 31.2 | Certification of Principal Financial Officer (Section 302) | | 32.1 | Certification of Principal Executive Officer (Section 906) | | 32.2 | Certification of Principal Financial Officer (Section 906) | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Signatures The quarterly report is duly signed and authorized by the company's principal officers - The report was signed on May 17, 2024, by Jiangang Luo, Chief Executive Officer, and Jing Lu, Chief Financial Officer[49][170]