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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 31, 2026
BOWEN
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-41741 |
|
N/A00-0000000 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of Principal Executive Offices) (Zip Code)
(203)
998-5540
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
BOWNU |
|
None |
| |
|
|
|
|
| Ordinary
Shares, par value $0.0001 per share |
|
BOWN |
|
None |
| |
|
|
|
|
| Rights,
each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination |
|
BOWNR |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K of Bowen Acquisition Corp (the “Company”) amends Item 4.01 of
the Current Report on Form 8-K filed on September 22, 2026 (the “Original Form 8-K”). The Original Form 8-K was filed before
the Company obtained the letter from UHY LLP (“UHY”) addressed to the Securities and Exchange Commission stating whether
or not UHY agrees with the statements made in the Original Form 8-K and, if not, stating the respects in which it does not agree. The
Company subsequently obtained UHY’s letter. Accordingly, this Amendment No. 1 is being filed to update the disclosure to reference
such letter and to file it as an exhibit with the Current Report on Form 8-K. No other changes have been made to the Original Form 8-K.
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
September 9, 2026, Bowen Acquisition Corp (the “Company”) notified UHY LLP (“UHY”) that the Board of Directors
of the Company (the “Board”) had determined to dismiss UHY as the Company’s independent registered public accounting
firm. On August 31, 2026, the Audit Committee of the Board (the “Audit Committee”) had previously approved the engagement
of INBERGO CPA LLP (“INBERGO”) as the Company’s new independent registered public accounting firm.
UHY
has not issued an audit report on the Company’s financial statements for the fiscal year ended December 31, 2025. UHY’s audit
reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.
UHY’s reports included explanatory paragraphs regarding substantial doubt about the Company’s ability to continue as a going
concern; UHY’s opinions were not modified with respect to that matter.
During
the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through September 9, 2026, there were
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and UHY on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to UHY’s satisfaction,
would have caused UHY to make reference to the subject matter of the disagreements in connection with its reports on the Company’s
financial statements. During the same period, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except
for the material weakness in the Company’s internal control over financial reporting related to the Company’s lack of a qualified
SEC reporting professional that was previously disclosed in the Company’s filings with the Securities and Exchange Commission.
During
the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through August 31, 2026, neither the
Company nor anyone acting on its behalf consulted INBERGO regarding (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither
a written report nor oral advice was provided to the Company that INBERGO concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).
The
Company has provided UHY with a copy of the disclosures in this Item 4.01 and has requested that UHY furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not UHY agrees with the statements made herein and, if not, stating
the respects in which it does not agree. A copy of UHY’s letter, dated September 30, 2026, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 16.1 |
|
Letter
from UHY LLP to the Securities and Exchange Commission, dated September 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
September 30, 2026 |
BOWEN
ACQUISITION CORP |
| |
|
|
| |
By: |
/s/
Jiangang Luo |
| |
Name: |
Jiangang
Luo |
| |
Title: |
Chief
Executive Officer |
