Company Description
Bowen Acquisition Corp (BOWNU) is a Cayman Islands exempted company that trades units on the Nasdaq Global Market under the symbol BOWNU. According to its public disclosures, Bowen Acquisition Corp is a blank check company, also known as a special purpose acquisition company (SPAC). 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.
The company’s units each consist of one ordinary share and one right. The right entitles the holder to receive one-tenth of one ordinary share upon the completion of an initial business combination, subject to adjustment, as described in the company’s offering documents. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to trade on Nasdaq under the symbols BOWN and BOWNR, respectively.
Business purpose as a SPAC
Bowen Acquisition Corp states that its efforts to identify a prospective target business are not limited to a particular industry or geographic region. However, in its merger-related communications it has indicated an intention to focus its search on businesses throughout Asia. As a blank check company, it raised capital in its initial public offering and placed the proceeds, along with proceeds from a simultaneous private placement, into a trust account. The funds in this trust account are intended to be used to complete a business combination or, if no business combination is completed within the time allowed under its governing documents, to redeem public shares and wind up the company.
Listing and capital structure
The company’s units began trading on the Nasdaq Global Market under the ticker symbol BOWNU following the effectiveness of its registration statement with the U.S. Securities and Exchange Commission (SEC). Public disclosures state that a specified amount of the proceeds from the initial public offering and private placement was deposited into a trust account. Holders of ordinary shares that were sold as part of the public units have certain redemption rights in connection with the completion of a business combination or in connection with extensions of the deadline to complete such a transaction, as described in the company’s proxy materials.
Proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.
Bowen Acquisition Corp has announced an Agreement and Plan of Merger with Shenzhen Qianzhi BioTechnology Co. Ltd. and related entities. Under this 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 (NewCo), with NewCo surviving and becoming a wholly owned subsidiary of Bowen Acquisition Corp. NewCo is the parent of Shenzhen Qianzhi BioTechnology Co. Ltd.
Public communications describe Shenzhen Qianzhi BioTech as a health and wellness focused biotech company based in Shenzhen, China. It is engaged in the development, manufacturing, and sales of ozonated health and wellness products for antibacterial, skincare, gynecological, and andrological applications. Many of Qianzhi BioTech’s products are described as ozonated, oil-based, and infused with formulated herbal ingredients. The company also has proprietary ozonated disinfectant products produced using ambient temperature ozone curing technology.
According to Bowen Acquisition Corp’s merger announcement, the transaction has been approved by the boards of directors of both Bowen Acquisition Corp and Qianzhi BioTech. The merger agreement provides for the issuance of ordinary shares of Bowen Acquisition Corp to the shareholders of NewCo, with the possibility of additional earnout shares upon the achievement of specified targets. Completion of the business combination remains subject to regulatory approvals, stockholder approvals, and other customary closing conditions described in the merger agreement and related SEC filings.
Extensions of the business combination deadline
As a SPAC, Bowen Acquisition Corp is subject to a deadline by which it must complete an initial business combination or otherwise cease operations and liquidate, as set out in its amended and restated memorandum and articles of association. The company has sought shareholder approval to extend this deadline. In its definitive proxy statement and subsequent Form 8-K filings, Bowen Acquisition Corp describes an extension proposal to allow its board of directors to extend the date by which the company must consummate a business combination by multiple one-month increments, from a stated termination date to as late as December 14, 2025, unless a business combination closes earlier or the board sets an earlier date.
At an extraordinary general meeting held on July 11, 2025, shareholders approved an amendment to the company’s memorandum and articles of association to permit the board to extend the business combination deadline by up to three one-month increments, from July 14, 2025 to as late as December 14, 2025, unless a business combination is completed earlier or the board determines an earlier date. The company has disclosed that it continues to attempt to satisfy the remaining conditions to closing its proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.
Nasdaq listing compliance developments
Bowen Acquisition Corp has reported several communications from Nasdaq regarding its continued listing. In a Form 8-K, the company disclosed that on July 10, 2025 it received a notice from the Nasdaq Listing Qualifications Department stating that the company failed to maintain a minimum of 1,100,000 publicly held shares, as required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B). The notice indicated that the company was required to submit a plan to regain compliance by a specified date, and that Nasdaq could grant an extension of up to 180 calendar days if it accepted the plan. The company stated that the notice had no immediate effect on the listing of its ordinary shares, which would continue to trade under the symbol BOWN, but also noted that there could be no assurance that it would regain compliance or satisfy other Nasdaq listing criteria.
In a subsequent press release, Bowen Acquisition Corp reported that on July 15, 2025 it received a delisting determination letter from Nasdaq stating that its securities were subject to delisting from the Nasdaq Global Market. The letter cited non-compliance with several Nasdaq listing rules, including requirements related to market value of listed securities, minimum number of publicly held shares, market value of publicly held shares, and minimum number of total shareholders. The company indicated that it could appeal the determination to a Nasdaq Hearings Panel and that it intended to request a hearing and a stay of suspension, but also stated that there could be no assurance that its request for continued listing or a stay would be granted.
Shareholder rights and trust account
In its proxy materials, Bowen Acquisition Corp describes the rights of holders of its public shares in connection with the extension of the business combination deadline and potential liquidation. Public shareholders who purchased ordinary shares as part of the units sold in the initial public offering may elect to redeem their public shares for a per-share price in cash equal to the aggregate amount then on deposit in the trust account (including interest earned, net of taxes paid or payable), divided by the number of then outstanding public shares, in connection with the extension proposal. The proxy statement explains that an election to redeem can be made regardless of how a shareholder votes on the extension proposal or whether the shareholder votes at all.
The proxy statement also explains that if the extension proposal is not approved and the company does not consummate a business combination by the applicable termination date, it would, among other steps, cease operations except for the purpose of winding up, redeem the public shares for cash from the trust account, and then liquidate and dissolve, subject to Cayman Islands law and other applicable requirements. It further notes that the rights included in the units, which automatically convert into one-tenth of one ordinary share upon consummation of a business combination, would expire worthless in the event of a winding up.
SPAC structure and sector classification
Bowen Acquisition Corp is classified in the financial services sector under the shell companies category. As a SPAC, it does not describe itself as having an operating business prior to the completion of a business combination. Instead, it focuses on identifying and completing a transaction with a target business or businesses. The company has highlighted its focus on potential targets in Asia and has entered into a definitive agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. and related entities as its proposed initial business combination.
Key considerations for investors and observers
Public documents and press releases for Bowen Acquisition Corp emphasize several key elements of its structure and current status: its nature as a blank check company; the existence of a trust account funded by the proceeds of its initial public offering and private placement; the rights of public shareholders to redeem their shares in connection with extensions or, if no business combination is completed, in connection with liquidation; the proposed business combination with Shenzhen Qianzhi BioTech; and Nasdaq listing compliance matters, including notices of non-compliance and a delisting determination letter.
Because Bowen Acquisition Corp is a SPAC, its long-term business profile will depend on whether and how it completes its proposed business combination or any alternative transaction. The company’s SEC filings, proxy materials, and press releases provide detailed descriptions of the merger agreement, shareholder approvals, extension mechanisms, and the conditions that must be satisfied for the transaction to close.