Bowen Acquisition Corp

Bowen

Overview

Bowen is a Cayman Islands exempted blank-check company (SPAC) formed on February 17, 2023 to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination (a “Business Combination”).

Proposed transaction with Qianzhi

Bowen plans to pursue a Business Combination with Shenzhen Qianzhi BioTechnology Co. Ltd. (Qianzhi), a PRC-based company focused on personal hygiene and disinfection products. A Business Combination Agreement was entered into on January 18, 2024 among Bowen, Bowen Merger Sub (Bowen’s Cayman Islands subsidiary), Qianzhi, and NewCo (the Cayman Islands vehicle formed for the transaction).

Transaction structure and consideration

• At closing, Merger Sub will merge with and into NewCo, with NewCo surviving and becoming a wholly owned subsidiary of Bowen.
• Holders of NewCo Ordinary Shares will receive 7,246,377 Ordinary Shares of Bowen.
• There is a potential earnout of up to 1,400,000 Ordinary Shares if specified net income milestones are met or if a change of control occurs during the earnout period.

Restructuring

Prior to closing, Qianzhi was restructured so that it became a wholly owned subsidiary of NewCo. NewCo Ordinary Shares were issued to the former Qianzhi holders in exchange for their Qianzhi shares.

Financing and capitalization

• Sponsors: Createcharm Holdings Ltd and Bowen Holding LP.
• Founder share activity: Bowen Holding LP acquired 1,725,000 Founder Shares on February 27, 2023 and later transferred 1,155,750 Founder Shares to Createcharm Holdings Ltd. EarlyBirdCapital, Inc. received 180,000 Founder Shares (EBC Founder Shares) on March 15, 2023.
• IPO (July 14, 2023): 6,000,000 Units sold at $10.00 per Unit, gross proceeds of $60,000,000.
• Private Placement: 330,000 Private Placement Units at $10.00 per Unit, gross proceeds of $3,300,000. Private Placement Units are identical to IPO Units (including Private Placement Shares and Private Placement Rights).
• Over-allotment (July 17–18, 2023): underwriters exercised the full over-allotment option, selling an additional 900,000 Units (gross proceeds $9,000,000). Createcharm Holdings Ltd and EarlyBirdCapital purchased an aggregate of 31,500 additional Private Placement Units (gross proceeds $315,000).
• Additional funding: Qianzhi and EarlyBirdCapital provided loans totaling $690,000 that were deposited into the Trust Account on October 14, 2024 to extend the initial deadline to April 14, 2025. These loans are non-interest-bearing promissory notes repayable upon consummation of a Business Combination.

Post-transaction outcomes

• If the Business Combination with Qianzhi is consummated, the surviving company’s business will be that of Qianzhi.
• If the Transactions are not consummated, Bowen may dissolve and liquidate or seek additional time or an alternative Business Combination.

Operations and administration

• Principal office (current): 420 Lexington Avenue, Suite 2446, New York, NY 10170.
• Administrative Services Agreement: Bowen pays Bowen Holding LP a monthly fee of $10,000 for office space, secretarial and administrative services prior to the closing of a Business Combination or liquidation.
• If the Business Combination closes, Bowen expects to use Qianzhi’s principal administrative office in Shenzhen (approximately 700 square meters). The lease term for that facility runs from May 2023 to September 2026.

Regulatory and listing status

Bowen is pursuing a Nasdaq listing and has faced a delisting determination. A hearing was held and a decision to delist was issued, effective November 3, 2025, as part of the ongoing process related to the company’s listing status and the Transactions.

SEC filings and risks

Detailed information about Qianzhi and the Transactions is included in Bowen’s Definitive Proxy Statement/Prospectus filed with the SEC on December 18, 2024. The filing describes potential risk factors related to the Business Combination, Qianzhi’s business, applicable PRC and U.S. regulatory considerations, and the obligations of being a public company.

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