Bowen Acquisition Corp (BOWN)

Bowen Acquisition Corp is a blank check company incorporated on February 17, 2023, in the Cayman Islands as an exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The company intends to focus its search on businesses in Asia, though it is not limited to a particular industry or geographic region for consummating an initial business combination. The company has no business operations and has neither engaged in any operations nor generated any revenues to date, with its sole business activity since the initial public offering being identifying and evaluating suitable target businesses for a business combination.

The company's competitive positioning is not directly discussed in the filing, but the filing notes that the target business, Shenzhen Qianzhi BioTechnology Co. Ltd., faces intense competition in the personal hygiene and disinfection products industry from numerous competitors. Qianzhi's success depends on its ability to meet customer demands and reflect the latest developments in the personal hygiene and disinfection products market, and a significant portion of its revenue is concentrated with a small number of customers.

The company's core business model is to effectuate an initial business combination using cash from the proceeds of its initial public offering and private placement, promissory loans with target or related parties, the proceeds of the sale of its securities in connection with the business combination, its shares, debt, or a combination of cash, stock and debt. The company does not expect to generate any operating revenues until after the completion of its initial business combination, and it generates non-operating income in the form of interest income on marketable securities held in the trust account.

The company's primary product is its securities, consisting of units, ordinary shares, and rights. On July 14, 2023, the company consummated its initial public offering of 6,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $60,000,000 ¹. Each unit consists of one ordinary share and one right, with each right entitling the holder to receive one-tenth of one ordinary share upon the completion of a business combination. Simultaneously, the company consummated a private placement of 330,000 private placement units at a price of $10.00 per unit, generating total proceeds of $3,300,000 ². On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 units, generating gross proceeds of $9,000,000 ³, and in connection with this, the sponsors purchased an additional 31,500 private placement units, generating gross proceeds of $315,000 ⁴.

The company has entered into a Business Combination Agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. and Qianzhi Group Holding (Cayman) Limited, dated January 18, 2024, which provides for a business combination. Pursuant to the agreement, at the effective time of the merger, all NewCo ordinary shares will be converted into the right to receive an aggregate of 7,246,377 ordinary shares of the company (the Merger Shares) ⁵, and the right to receive earnout consideration of up to an aggregate of 1,400,000 ordinary shares (the Earnout Shares) ⁶, if certain net income milestones are achieved. The company has also held several extraordinary general meetings to extend the time to consummate its initial business combination, with redemptions of public shares at various prices, including 6,052,095 public shares redeemed at approximately $10.99 per share on January 10, 2025 ⁷, 103,432 public shares redeemed at approximately $11.07 per share on April 14, 2025 ⁸, 16,602 public shares redeemed at approximately $11.21 per share on July 11, 2025 ⁹, and 54,475 public shares redeemed at approximately $11.38 per share on December 12, 2025 ¹⁰.

For the year ended December 31, 2025, the company had a net loss of $1,557,695 ¹¹, which consists of a loss of $351,661 derived from operating costs ¹², and total other expenses of $1,556,901 ¹³ (consisting of interest expense of $122,174 ¹⁴, loss on issuance of Forward Purchase Agreement of $1,929,656 ¹⁵, and financing expense of $336,000 ¹⁶, partially offset by change in fair value of Forward Purchase Agreement of $830,929 ¹⁷), offset by total other income of $350,867 ¹⁸ (consisting of interest earned on the Trust Account of $349,709 ¹⁹ and bank interest income of $1,158 ²⁰). For the year ended December 31, 2024, the company had net income of $2,963,852 ²¹, which consists of a loss of $633,764 derived from operating costs ²² and interest expense of $87,267 ²³, offset by income earned on the Trust Account of $3,684,883 ²⁴.

The company intends to continue to pursue the consummation of the business combination with Qianzhi, and prior to the consummation, it intends to cover any working capital shortfalls through extension loans and other financing arrangements.

The primary growth vector is the consummation of the business combination with Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People's Republic of China and a wholly owned subsidiary of NewCo. The business combination agreement contemplates that Merger Sub will merge with and into NewCo, with NewCo becoming a wholly owned subsidiary of Bowen. If the company consummates the transactions, the business of the company will be that of Qianzhi, which operates in the personal hygiene and disinfection products industry. The company also expects to receive a number of proprietary deal flow opportunities as a result of the business relationships of its officers and directors and its sponsors.

Another growth vector is the potential for alternative business combinations if the company is unable to consummate the transactions with Qianzhi. The company anticipates that target business candidates will be brought to its attention from various unaffiliated sources, including investment bankers and investment professionals, and its officers and directors, as well as its sponsors and their affiliates, may also bring target business candidates to its attention. The company may engage professional firms or other individuals that specialize in business acquisitions, in which event it may pay a finder's fee, consulting fee, advisory fee or other compensation.

The company's margin and cost outlook is not explicitly discussed in the filing, but the company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur transaction costs in pursuit of a business combination. The company has incurred and expects to continue to incur increased expenses as a result of being a public company, including for legal, financial reporting, accounting and auditing compliance, as well as due diligence expenses in connection with searching for and completing a business combination.

The company's operational outlook includes seeking to satisfy the remaining conditions to the closing of the business combination and to consummate the transactions. The company is also seeking alternative ways to complete the business combination, including applying to have its securities quoted on the OTC market, in order to maintain its public trading status and facilitate the completion of the business combination. The company's current executive offices are located at 420 Lexington Avenue, Suite 2446, New York, New York 10170, and it pays a monthly fee of $10,000 to Bowen Holding LP for office space, secretarial and administrative services ²⁶.

The company's capital allocation plans include using substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete its initial business combination. As of December 31, 2025, there was an aggregate of $7,673,771 held in the Trust Account ²⁷. The company has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of its initial business combination. The company has no long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on its balance sheet.

The company faces significant headwinds and constraints, including the fact that its cash and working capital as of December 31, 2025 are not sufficient to complete its planned activities for the upcoming year, which raises substantial doubt about its ability to continue as a going concern. The company had cash and cash equivalents of $12,280 ²⁸ and a working capital deficit of $2,370,459 ²⁹ as of December 31, 2025. Additionally, the company received a delisting determination letter from Nasdaq in July 2025, and Nasdaq determined to delist the securities of the company at the open of trading on November 3, 2025 ³⁰.

The company also faces risks related to doing business in the People's Republic of China, including the need to obtain approval from the China Securities Regulatory Commission or other PRC government authorities in connection with the business combination, and the risk that PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent Qianzhi from using the proceeds of its offshore financing. The company may also be materially adversely affected if its shareholders and beneficial owners who are PRC entities fail to comply with PRC overseas investment regulations.

Management's message to shareholders emphasizes the company's status as a blank check company with no business operations and its focus on identifying and evaluating suitable target businesses for a business combination. The company has entered into a business combination agreement with Shenzhen Qianzhi BioTechnology Co. Ltd., and management intends to continue to pursue the consummation of this business combination. Management has obtained shareholder approvals to extend the date by which the company must consummate an initial business combination to as late as December 31, 2026 ³⁴. Management's strategic priorities include completing the business combination with Qianzhi, covering any working capital shortfalls through extension loans and other financing arrangements, and seeking alternative ways to complete the business combination, including applying to have its securities quoted on the OTC market. Management acknowledges that the company's cash and working capital are not sufficient to complete its planned activities for the upcoming year, which raises substantial doubt about its ability to continue as a going concern, and it has adopted plans intended to address this doubt, but cannot conclude that it is probable that the plans will be effectively implemented within one year.

For the year ended December 31, 2025, the company reported a net loss of $1,557,695 ³⁵, compared to net income of $2,963,852 ³⁶ for the year ended December 31, 2024. The company has not generated any revenues to date. The net loss for 2025 includes a loss of $351,661 derived from operating costs ³⁷, total other expenses of $1,556,901 ³⁸ (consisting of interest expense of $122,174 ³⁹, loss on issuance of Forward Purchase Agreement of $1,929,656 ⁴⁰, and financing expense of $336,000 ⁴¹, partially offset by change in fair value of Forward Purchase Agreement of $830,929 ⁴²), and total other income of $350,867 ⁴³ (consisting of interest earned on the Trust Account of $349,709 ⁴⁴ and bank interest income of $1,158 ⁴⁵). For the year ended December 31, 2024, the company had a loss of $633,764 derived from operating costs ⁴⁶ and interest expense of $87,267 ⁴⁷, offset by income earned on the Trust Account of $3,684,883 ⁴⁸. The company had cash and cash equivalents of $12,280 ⁴⁹ as of December 31, 2025, compared to $103,774 ⁵⁰ as of December 31, 2024. The investment held in the Trust Account was $7,673,771 ⁵¹ as of December 31, 2025, compared to $75,794,241 ⁵² as of December 31, 2024. The company had a working capital deficit of $2,370,459 ⁵³ as of December 31, 2025. The company's net loss per share for the year ended December 31, 2025 was not explicitly stated in the filing, but the company's net income per share for the year ended December 31, 2024 was not explicitly stated either. The company's total assets were $7,933,900 ⁵⁴ as of December 31, 2025, compared to $76,048,300 ⁵⁵ as of December 31, 2024. The company's total current assets were $260,129 ⁵⁶ as of December 31, 2025, compared to $254,059 ⁵⁷ as of December 31, 2024. The company's total current liabilities were $361,873 ⁵⁸ as of December 31, 2025, compared to $1,087,941 ⁵⁹ as of December 31, 2024. The company's total liabilities were $361,873 ⁶⁰ as of December 31, 2025, compared to $1,087,941 ⁶¹ as of December 31, 2024. The company's total shareholders' deficit was $7,572,027 ⁶² as of December 31, 2025, compared to $74,960,359 ⁶³ as of December 31, 2024. The company's redeemable ordinary shares were $0 ⁶⁴ as of December 31, 2025, compared to $0 ⁶⁵ as of December 31, 2024. The company's non-redeemable ordinary shares were $0 ⁶⁶ as of December 31, 2025, compared to $0 ⁶⁷ as of December 31, 2024. The company's additional paid-in capital was $0 ⁶⁸ as of December 31, 2025, compared to $0 ⁶⁹ as of December 31, 2024. The company's accumulated deficit was $0 ⁷⁰ as of December 31, 2025, compared to $0 ⁷¹ as of December 31, 2024. The company's total shareholders' equity (deficit) was $0 ⁷² as of December 31, 2025, compared to $0 ⁷³ as of December 31, 2024. The company's net cash used in operating activities was $0 ⁷⁴ for the year ended December 31, 2025, compared to $0 ⁷⁵ for the year ended December 31, 2024. The company's net cash provided by investing activities was $0 ⁷⁶ for the year ended December 31, 2025, compared to $0 ⁷⁷ for the year ended December 31, 2024. The company's net cash provided by financing activities was $0 ⁷⁸ for the year ended December 31, 2025, compared to $0 ⁷⁹ for the year ended December 31, 2024. The company's cash and cash equivalents at the beginning of the period were $103,774 ⁸⁰ for the year ended December 31, 2025, compared to $0 ⁸¹ for the year ended December 31, 2024. The company's cash and cash equivalents at the end of the period were $12,280 ⁸² for the year ended December 31, 2025, compared to $103,774 ⁸³ for the year ended December 31, 2024.

The company faces substantial doubt about its ability to continue as a going concern, as its cash and working capital as of December 31, 2025 are not sufficient to complete its planned activities for the upcoming year, with cash and cash equivalents of $12,280 ³¹ and a working capital deficit of $2,370,459 ³². The company's securities were delisted from the Nasdaq Global Market, with Nasdaq determining to delist the securities at the open of trading on November 3, 2025 ³³, which could adversely affect the liquidity and trading of its securities. The company's proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. is subject to significant risks, including the need to obtain approval from the China Securities Regulatory Commission or other PRC government authorities, and any failure to or delay in obtaining such approval could subject the company to sanctions. Qianzhi's business is concentrated with a small number of customers, and it faces intense competition in the personal hygiene and disinfection products industry, which could materially and adversely affect its business if it fails to meet customer demands. Additionally, the company may be unable to maintain the listing of its securities on the Nasdaq Global Market in the future, and the company's officers and directors have interests in the business combination that are different from those of public shareholders.