Bowen Acquisition (NYSE: BOWN) delays filing of 2025 Form 10-K

Rhea-AI Filing Summary

Bowen Acquisition Corp. notified the SEC that it is unable to file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it lacks full-time accounting and administrative staff and is pursuing its initial business combination.

The company filed a Form 12b-25 notification signed by Jiangang Luo, Chief Executive Officer on April 1, 2026.

Key Figures

Reporting period: December 31, 2025 Form type: Form 12b-25 (NT 10-K) Signature date: April 1, 2026 +2 more

5 metrics

Reporting period December 31, 2025 Period end for the delayed Form 10-K

Form type Form 12b-25 (NT 10-K) Notification of late filing for the annual report

Signature date April 1, 2026 Date the notification was signed by CEO Jiangang Luo

CUSIP G12729 110 Identifier listed on the Form 12b-25 cover information

Contact phone (203) 998-5540 Telephone number provided for company contact

Key Terms

Form 12b-25, Form 10-K, initial business combination

3 terms

Form 12b-25 regulatory

"FORM 12b-25 | NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

initial business combination financial

"has also been in the process of seeking to consummate its initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL
	OMB Number:	3235-0058
FORM 12b-25	Expires:	September 30, 2028
	Estimated average burden
	Hours per form	2.50

NOTIFICATION OF LATE FILING		SEC FILE NUMBER
		001-41741

CUSIP NUMBER

G12729 110

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: __________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I – REGISTRANT INFORMATION

Bowen Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

420 Lexington Avenue, Suite 2446

Address of Principal Executive Office (Street and Number)

New York, New York 10170

City, State and Zip Code

PART II – RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

Bowen Acquisition Corp. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort and expense to the Company. The Company requires additional time to compile and process the information necessary for the completion of the Form 10-K as the Company does not have full-time accounting and administrative staff. The Company has also been in the process of seeking to consummate its initial business combination.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Jiangang Luo		(203)		998-5540
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Bowen Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	By:	/s/ Jiangang Luo
		Jiangang Luo, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

3

FAQ

Why did Bowen Acquisition (BOWN) file a Form 12b-25?

Bowen filed Form 12b-25 because it cannot complete its Form 10-K for the period ended December 31, 2025 without unreasonable effort or expense. The company cited limited full-time accounting and administrative staff and ongoing efforts to consummate an initial business combination.

When did Bowen Acquisition sign the late-filing notification (BOWN)?

The notification was signed on April 1, 2026 by Jiangang Luo, Chief Executive Officer. The Form 12b-25 lists the reporting period as December 31, 2025, and the company seeks additional time to finalize the Form 10-K.

Does the Form 12b-25 state when Bowen (BOWN) will file the Form 10-K?

The filing does not provide a specific filing date for the Form 10-K. It states the company requires additional time to compile information due to staffing constraints and its pursuit of an initial business combination.

Has Bowen (BOWN) said whether other periodic reports are current?

The form indicates a response option for prior periodic reports, but the excerpt does not identify any missing periodic reports. The question about significant changes in results was answered without an attached quantitative explanation in the provided excerpt.