Company Description
Bowen Acquisition Corp (NASDAQ: BOWN) is a special purpose acquisition company (SPAC) and blank check company in the financial services sector. According to its public disclosures, Bowen Acquisition Corp was formed as a Cayman Islands exempt company with the stated business purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
The company’s efforts to identify a prospective target business are not limited to a particular industry or geographic region. However, Bowen Acquisition Corp has stated that it intends to focus its search on businesses throughout Asia. This focus is reflected in its proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd., a health and wellness focused biotech company based in Shenzhen, China, engaged in development, manufacturing and sales of ozonated, plant-based products for antibacterial, skincare, gynecological, and andrological applications, as well as ozonated disinfectant products.
Bowen Acquisition Corp’s securities have been listed on the Nasdaq Global Market. Its ordinary shares trade under the symbol BOWN, and its rights, each entitling the holder to receive one-tenth of one ordinary share upon completion of an initial business combination (subject to adjustment), trade under the symbol BOWNR. The company initially offered units under the symbol BOWNU, with each unit consisting of one ordinary share and one right. Proceeds from its initial public offering and related private placements were placed in a trust account, consistent with the structure typically used by blank check companies.
As a SPAC, Bowen Acquisition Corp does not have an operating business of its own. Instead, its value proposition to shareholders is tied to its ability to identify, negotiate, and complete a business combination with a target company. Public filings and press releases indicate that Bowen Acquisition Corp has been working to consummate its previously announced business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. and its parent entity, Qianzhi Group Holding (Cayman) Limited, under an agreement and plan of merger.
Under the merger agreement, a wholly owned subsidiary of Bowen Acquisition Corp, Bowen Merger Sub, is expected to merge with and into Qianzhi Group Holding (Cayman) Limited, with Qianzhi Group Holding surviving as a wholly owned subsidiary of Bowen Acquisition Corp. In connection with the merger, shareholders of Qianzhi Group Holding are expected to receive ordinary shares of Bowen Acquisition Corp, with the potential for additional earnout shares upon achievement of specified targets, as described in the merger agreement summary.
Bowen Acquisition Corp’s corporate governance and shareholder approvals are documented in its SEC filings. For example, an extraordinary general meeting of shareholders approved amendments to the company’s amended and restated memorandum and articles of association to extend the date by which the company must consummate a business combination by up to three one-month increments, from December 14, 2025 to as late as June 14, 2026, unless a business combination closes earlier or an earlier date is set by the board of directors.
The company has also disclosed challenges related to its Nasdaq listing. Nasdaq staff determined that Bowen Acquisition Corp was not in compliance with several Nasdaq Global Market listing rules, including requirements related to minimum market value of listed securities, minimum publicly held shares, market value of publicly held shares, and minimum total shareholders. Nasdaq issued a delisting determination letter and halted trading in the company’s securities. A Nasdaq Hearings Panel granted the company a conditional extension to remain listed, contingent on completing its business combination by a specified deadline. When that deadline was not met, the panel determined to delist the securities at the open of trading on November 3, 2025, subject to further review procedures.
Bowen Acquisition Corp has appealed Nasdaq’s determinations through the processes available under Nasdaq Listing Rules, including a request for review by the Nasdaq Listing and Hearing Review Council. The company has indicated in its public communications that there can be no assurance that its requests for continued listing or stays of suspension will be granted, or that it will be able to regain or maintain compliance with Nasdaq listing criteria.
In addition to listing-related matters, Bowen Acquisition Corp has filed notifications of late filing (Form 12b-25) with respect to certain periodic reports, such as a Quarterly Report on Form 10-Q. In these filings, the company has stated that it requires additional time to compile and process the information necessary to complete its quarterly report, citing the absence of full-time accounting and administrative staff and its ongoing efforts to consummate its initial business combination.
Bowen Acquisition Corp’s structure, disclosures, and public communications are characteristic of a SPAC in the process of pursuing a business combination, managing regulatory deadlines, and addressing stock exchange listing requirements. Investors and observers typically review its SEC filings, including Forms 8-K, 10-Q, and related proxy and registration statements, for details on its proposed merger, extensions of its business combination deadline, trust account arrangements, and any changes to its capital structure or listing status.
Business model and purpose
Business purpose: Bowen Acquisition Corp’s stated purpose is to complete a business combination with one or more businesses or entities through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar transaction.
Target focus: While not limited to a specific sector or geography, the company has indicated that it intends to focus on businesses throughout Asia. Its announced merger agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. reflects this regional focus.
SPAC structure: As a blank check company, Bowen Acquisition Corp raised capital through an initial public offering of units, with proceeds placed in a trust account. Investors in the SPAC typically receive rights that may convert into fractional shares upon completion of a qualifying business combination, as described in the company’s offering documents and subsequent press releases.
Regulatory and listing context
Bowen Acquisition Corp is subject to the reporting requirements of the Securities Exchange Act of 1934 and files periodic and current reports with the U.S. Securities and Exchange Commission (SEC). Its SEC filings provide details on its corporate governance, shareholder meetings, extensions of its business combination deadline, and its efforts to complete the proposed transaction with Shenzhen Qianzhi BioTechnology Co. Ltd.
The company has disclosed interactions with Nasdaq regarding compliance with continued listing standards, including market value and shareholder count requirements, and has described the outcomes of hearings and panel decisions related to potential delisting. These disclosures are relevant for understanding the trading status and potential risks associated with the BOWN and BOWNR securities.
FAQs about Bowen Acquisition Corp (BOWN)
- What is Bowen Acquisition Corp?
Bowen Acquisition Corp is a Cayman Islands exempt company formed as a blank check company. Its stated business purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities.
- What sector and industry is BOWN associated with?
Bowen Acquisition Corp is associated with the financial services sector and is categorized as a shell company or SPAC, as it is a blank check company formed to pursue a business combination rather than operate an existing business.
- What is Bowen Acquisition Corp’s target market for a business combination?
According to its public statements, Bowen Acquisition Corp’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, but it intends to focus its search on businesses throughout Asia.
- What business combination has Bowen Acquisition Corp announced?
Bowen Acquisition Corp has announced an agreement and plan of merger with Shenzhen Qianzhi BioTechnology Co. Ltd. and its parent entity, Qianzhi Group Holding (Cayman) Limited. Qianzhi BioTech is described as a health and wellness focused biotech company engaged in development, manufacturing and sales of plant-based and ozonated products and ozonated disinfectant products.
- How are Bowen Acquisition Corp’s securities structured?
In its initial public offering, Bowen Acquisition Corp offered units consisting of one ordinary share and one right. The ordinary shares trade under the symbol BOWN, and the rights, each entitling the holder to receive one-tenth of one ordinary share upon completion of an initial business combination (subject to adjustment), trade under the symbol BOWNR.
- Where are Bowen Acquisition Corp’s securities listed?
Bowen Acquisition Corp’s ordinary shares and rights have been listed on the Nasdaq Stock Market under the symbols BOWN and BOWNR, respectively. The company has disclosed that Nasdaq has issued delisting determinations and halted trading, and that it has pursued appeals and hearings under Nasdaq’s rules.
- What has Bowen Acquisition Corp disclosed about its Nasdaq listing status?
The company has reported receiving notices from Nasdaq indicating non-compliance with several continued listing standards, including requirements related to market value and shareholder count. A Nasdaq Hearings Panel granted a conditional extension tied to completing its business combination by a specified date, and later determined to delist the securities when that condition was not met, subject to further review by the Nasdaq Listing and Hearing Review Council.
- Has Bowen Acquisition Corp extended its deadline to complete a business combination?
Yes. At an extraordinary general meeting, shareholders approved an amendment to the company’s memorandum and articles of association to allow the board of directors to extend the date by which the company must consummate a business combination by up to three one-month increments, from December 14, 2025 to as late as June 14, 2026, unless a business combination closes earlier or an earlier date is set by the board.
- Why has Bowen Acquisition Corp filed notifications of late filing with the SEC?
In a Form 12b-25 (Notification of Late Filing), Bowen Acquisition Corp stated that it was unable to file a Quarterly Report on Form 10-Q within the prescribed time period without unreasonable effort and expense. The company cited the need for additional time to compile and process information, noting that it does not have full-time accounting and administrative staff and is in the process of seeking to consummate its initial business combination.
- How can investors learn more about Bowen Acquisition Corp’s proposed business combination?
Bowen Acquisition Corp has indicated that additional information about the proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. will be included in SEC filings such as a registration statement on Form F-4 and related proxy statement/prospectus. These documents, along with the company’s Forms 8-K and other reports, are available through the SEC’s public website.