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Bowen Acquisition (NASDAQ:BOWNU) filed an 8-K announcing Amendment No. 2 to its Agreement and Plan of Reorganization with Qianzhi Group Holding. The June 26 2025 amendment extends the outside closing date to December 14 2025; all other economic terms remain unchanged. The extra time is intended to secure approvals and finalize documentation for the de-SPAC combination that will leave NewCo as a wholly-owned subsidiary.
The disclosure appears under Item 1.01 (Material Definitive Agreement); no financial statements were provided. Exhibit 2.1 carries the full amendment text. Management includes customary forward-looking statement disclaimers and reiterates that the report is not an offer or solicitation.
Bowen Acquisition Corp ("BOWNU") has issued a Definitive Proxy Statement (DEF 14A) to convene an Extraordinary General Meeting on 11 July 2025. The sole purpose is to seek shareholder approval for two proposals that determine whether the special-purpose acquisition company (SPAC) can extend its deadline to complete a business combination and, if necessary, adjourn the meeting.
1. Extension Proposal. The board requests a special resolution to amend the Articles so it may exercise up to five one-month extensions, moving the current termination date from 14 July 2025 to as late as 14 December 2025 (the “Extended Date”). This flexibility is meant to secure additional time to close the already-approved merger with Shenzhen Qianzhi BioTechnology Co. Ltd. (“Qianzhi”). Without the extension, Bowen would be forced to liquidate, redeem public shares, and wind up under Cayman Islands law.
2. Adjournment Proposal. An ordinary resolution allows the board to adjourn the meeting should extra time be required to effectuate the Extension. The Adjournment Proposal will only be submitted if management believes additional time is needed on the meeting date.
Redemption mechanics. Public shareholders that purchased shares in the IPO may elect to redeem regardless of how they vote. The cash distribution equals the pro-rata share of the Trust Account—approximately $11.16 per share based on the $8.3 million balance as of 20 June 2025—versus the Ordinary Share closing price of $10.64 on that date. Redemption requests must be received by 5:00 p.m. ET on 9 July 2025 and executed through physical share delivery or DTC DWAC transfer.
Shareholder voting thresholds. • Extension Proposal: ≥ two-thirds of votes cast. • Adjournment Proposal: simple majority. The record date is 11 June 2025. Only shareholders of record on that date may vote.
Consequences if the Extension fails. Failing to approve the Extension and to close a business combination by 14 July 2025 will trigger: (i) cessation of operations except for winding up, (ii) redemption of all public shares within ten business days, and (iii) liquidation and dissolution of the company. Rights and sponsor-held founder shares receive no liquidation proceeds.
Board recommendation. After “careful consideration,” the board unanimously recommends voting “FOR” both proposals. No other business is scheduled for the meeting.
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