Bowen Acquisition Corp filings document its SPAC structure and public-company reporting obligations, including notices of late Form 10-K and Form 10-Q filings, material-event reports, shareholder voting matters, governance disclosures and capital-structure updates.
As a blank-check issuer, the company’s regulatory record centers on unit, warrant and rights terms, trust-account and redemption mechanics, shareholder approvals, and other disclosures tied to maintaining its capital structure and corporate status while pursuing a business combination.
Bowen Acquisition Corp (BOWN) reported net income of $1,069,485 for the six months ended June 30, 2026, versus a net loss of $1,289,691 a year earlier. The result included a $1,096,351 gain on settlement of its forward purchase agreement and $127,281 of trust-account interest; operating costs were $118,653. The company had no operating revenue.
At June 30, cash was $4,093, the working-capital deficit was $1,428,255, and the trust account held $2,190,570. Management said substantial doubt about the company’s ability to continue as a going concern remained, despite pursuing its Qianzhi business combination and an approved extension of the deadline to December 31, 2026. The business combination remained pending required regulatory approvals. Disclosure controls were ineffective due to a material weakness tied to the lack of a qualified SEC reporting professional.
Nasdaq delisting of the units, ordinary shares, and rights became effective July 20, 2026. After June redemptions, 188,742 public shares remained as of June 30.
Bowen Acquisition Corp reported a $20,822 net loss for the three months ended March 31, 2026, compared with a $2,039,997 net loss a year earlier. At quarter-end it had $6,996 in cash and cash equivalents, $7,741,246 in its trust account, and a $2,458,756 working capital deficit. Management said these conditions raise substantial doubt about its ability to continue as a going concern and concluded its plans do not alleviate that doubt. It intends to pursue the Qianzhi business combination and fund shortfalls through extension loans and other financing arrangements.
The proposed combination with Shenzhen Qianzhi BioTechnology Co. Ltd. remained pending required regulatory approvals, and shareholders approved extending the combination deadline to as late as December 31, 2026. Bowen also reported ineffective disclosure controls as of March 31, 2026, due to a material weakness related to the lack of a qualified SEC reporting professional. The delisting from Nasdaq became effective at the opening of trading on July 20, 2026.
Bowen Acquisition Corp (BOWN) said its board determined to dismiss UHY LLP as independent registered public accounting firm, and the company notified UHY on September 9, 2026. The Audit Committee had approved INBERGO CPA LLP’s engagement on August 31, 2026. Bowen added UHY’s September 30, 2026 letter to its auditor-change disclosure.
UHY’s audit reports for 2023 and 2024 included explanatory paragraphs about substantial doubt regarding Bowen’s ability to continue as a going concern; the opinions were not modified on that matter. Bowen reported no disagreements with UHY for fiscal 2025, fiscal 2024, and the subsequent interim period through September 9, 2026. The only reportable event in that period was the previously disclosed material weakness related to the lack of a qualified SEC reporting professional.
Bowen Acquisition Corp (BOWN) said it continues to seek to complete its proposed business combination involving Shenzhen Qianzhi BioTechnology Co. Ltd. and Qianzhi Group Holding (Cayman) Limited. Under the January 18, 2024 agreement, NewCo shares outstanding before closing—except shares held by agreement parties or their wholly owned subsidiaries, and shares held by holders who validly exercised and retained dissent rights—would convert into rights to an aggregate of 7,246,377 Bowen ordinary shares. Up to 1,400,000 earnout shares may be issued if specified net income milestones for the fiscal years ended March 31, 2025 and 2026 are achieved, or a change of control occurs during the earnout period.
Shareholders approved successive deadline extensions, most recently to June 14, 2026. At the January 10, 2025 meeting, 6,052,095 public shares were redeemed at approximately $10.99 per share; later meetings also involved redemptions. Nasdaq’s October 30, 2025 hearing decision determined the securities would be delisted at the open of trading on November 3, 2025. Bowen states its securities are not currently listed on a trading market.
Management said its plans do not alleviate substantial doubt about Bowen’s ability to continue as a going concern. It also concluded disclosure controls were ineffective due solely to a material weakness related to the lack of a qualified SEC reporting professional, and described plans to strengthen its review process.
Bowen Acquisition Corp (BOWN) reported that its Board dismissed UHY LLP as independent registered public accounting firm on September 9, 2026 and, following prior Audit Committee approval on August 31, 2026, engaged INBERGO CPA LLP as the new auditor. UHY’s audit reports for the years ended December 31, 2024 and 2023 contained no adverse or qualified opinions but included explanatory paragraphs about substantial doubt regarding Bowen Acquisition Corp’s ability to continue as a going concern. The company states there were no disagreements with UHY on accounting or auditing matters and no reportable events other than a previously disclosed material weakness in internal control over financial reporting related to the lack of a qualified SEC reporting professional. Bowen Acquisition Corp requested UHY to provide a letter to the SEC concurring with these disclosures, but UHY declined due to outstanding fees owed by the company.
Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. have reported that they no longer beneficially own any Class A common stock of Bowen Acquisition Corp. The filing shows 0 shares beneficially owned, representing 0% of the outstanding Class A shares, with no sole or shared voting or dispositive power.
The amendment states this is an exit filing following an internal reorganization effective June 30, 2026, after which the reporting persons ceased to be beneficial owners of more than five percent of Bowen Acquisition Corp’s Class A common stock.
Bowen Acquisition Corp is being removed from listing and registration on the Nasdaq Stock Market LLC. The action covers its Ordinary Shares, Rights, and Units under Section 12(b) of the Securities Exchange Act of 1934.
Nasdaq certifies that it has complied with its own rules and with 17 CFR 240.12d2-2(b) for striking the securities from listing and/or withdrawing registration. The issuer is noted as having complied with the Exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing voluntary withdrawal of the class of securities from listing and registration.
Bowen Acquisition Corp held an extraordinary general meeting where shareholders approved an amendment allowing the board to extend the deadline to complete an initial business combination. The change was adopted by special resolution under the company’s amended and restated memorandum and articles of association.
A quorum of 2,727,780 ordinary shares was represented at the meeting. The proposal passed with 2,723,387 votes for, 4,376 against and 17 abstentions. Bowen Acquisition Corp states it is continuing to attempt to satisfy the remaining conditions to close its proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.
Bowen Acquisition Corp is asking shareholders to approve an extension of its SPAC deadline to complete a business combination from June 14, 2026 to as late as December 31, 2026, and to approve a possible adjournment of the meeting if more time is needed.
The SPAC has a pending, already‑approved merger with Shenzhen Qianzhi BioTechnology but has not yet closed it. Public shareholders can elect to redeem their shares for cash from the trust account, estimated at about $11.55 per share based on approximately $7.78 million held in trust as of May 22, 2026, if they submit redemption requests by June 9, 2026.
If the extension is not approved and no deal is completed by June 14, 2026, Bowen would wind up, redeem all public shares from the trust and liquidate, while founder and private shares would receive no trust proceeds. Sponsors and insiders hold about 70.3% of outstanding shares and intend to vote in favor of the extension, effectively assuring its approval if all shares vote. The proxy also highlights risks including prior Nasdaq delisting, limited trading liquidity, potential Investment Company Act issues, CFIUS-related constraints because of foreign ties, and conflicts of interest for sponsors and management.
Bowen Acquisition Corp. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says additional time is needed to compile and process required information because it lacks full-time accounting and administrative staff and is pursuing an initial business combination. The notification was signed by Jiangang Luo, CEO, on May 15, 2026.