| 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 |
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|
|
| (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: September 30, 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; |
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| ☒ |
(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 |
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|
|
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(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 Quarterly Report on Form 10-Q for the quarter ended September 30,
2025 (the “Form 10-Q”) 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-Q 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 |
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(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 |
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|
| (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 |
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|
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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. |
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:
November 14, 2025 |
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). |
