[10-Q] Bowen Acquisition Corp Unit Quarterly Earnings Report

Rhea-AI Filing Summary

Splash Beverage Group, Inc. (SBEV) filed a new Form D notice indicating completion of most of a private financing conducted under Reg D Rule 506(b). The company has offered up to $36.25 million in a mix of equity, preferred shares, and warrants associated with a business-combination transaction.

• Capital raised: $33.321 million (92% of the stated maximum) has already been sold to 30 investors; $2.929 million remains available.
• Securities structure: • up to 1,250 Series A-1 preferred shares and related warrants (≈ $1.25 M) • up to 150,000 Series B preferred shares in exchange for ≤ $15 M of debt • 20,000 Series C convertible preferred shares issued for assets acquired in a business-combination transaction.
  All securities include options, warrants, or conversion rights that could create additional equity.
• Business purpose: The filing confirms the Series C issuance was payment for “certain assets” of a third-party seller, signalling an acquisition-related expansion tactic.
• Cost efficiency: No sales commissions or finder’s fees were paid; only $73k (estimated) of proceeds are earmarked for payments to executives/directors.
• Offering profile: New notice, first sale on 25 Jun 2025; expected to close within one year. The issuer declined to disclose revenue range and used Rule 506(b), limiting solicitation to accredited investors and permitting resale restrictions.

Investor takeaway: The raise materially boosts SBEV’s liquidity for debt reduction and asset acquisition with minimal transaction costs. However, the heavy reliance on preferred shares, warrants, and convertible securities may lead to future dilution and signals ongoing capital-intensive growth needs.

Positive

• $33.321 M already raised, providing significant liquidity.
• No sales commissions or finders’ fees, preserving capital.
• Convertible preferred used to retire up to $15 M of debt, potentially strengthening the balance sheet.
• Proceeds linked to an asset acquisition, indicating strategic expansion.

Negative

• Heavy use of preferred stock, warrants, and convertibles may cause future dilution.
• Issuer declined to disclose revenue range, limiting transparency for investors.
• Remaining $2.9 M still to be raised; full funding is not yet secured.
• Business-combination details and acquired assets were not described, increasing information risk.

Insights

Small-Cap Consumer Staples Analyst

TL;DR: $33 M raise improves liquidity for Splash Beverage but convertible prefs add dilution risk; moderately positive overall.

Splash Beverage’s completion of 92% of a $36 M exempt offering is noteworthy for a micro-cap beverage firm that reported just $22 M sales last FY* (not provided in filing). Proceeds address three priorities: (1) acquisition of undisclosed assets via Series C issuance, (2) conversion of $15 M debt into Series B shares, and (3) limited cash plus warrants from Series A-1. The absence of placement fees conserves ~7-8% typical underwriting costs, effectively adding ~$2 M of value. Rule 506(b) confines buyers to accredited investors, suggesting a relationship-based raise rather than broad market appetite. Because 30 investors already participated, closing risk on the remaining $2.9 M appears low.

Dilution is the principal overhang. Series A-1/B/C convertibles and attached warrants could expand the float markedly if SBEV’s share price recovers. The deal’s linkage to a business-combination underscores management’s acquisition-driven growth strategy but also heightens integration and execution risks. Net impact: positively augments capital structure near-term, but shareholders must weigh dilution versus growth potential.

false --12-31 Q1 0001973056 00-0000000 0001973056 2025-01-01 2025-03-31 0001973056 BOWN:UnitsEachConsistingOfOneOrdinaryShareAndOneRightMember 2025-01-01 2025-03-31 0001973056 BOWN:OrdinarySharesParValue0.0001PerShareMember 2025-01-01 2025-03-31 0001973056 BOWN:RightsEachEntitlingHolderToOnetenthOfOneOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember 2025-01-01 2025-03-31 0001973056 2025-07-08 0001973056 2025-03-31 0001973056 2024-12-31 0001973056 us-gaap:NonrelatedPartyMember 2025-03-31 0001973056 us-gaap:NonrelatedPartyMember 2024-12-31 0001973056 us-gaap:RelatedPartyMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember 2024-12-31 0001973056 2024-01-01 2024-03-31 0001973056 BOWN:RedeemableOrdinarySharesMember 2025-01-01 2025-03-31 0001973056 BOWN:RedeemableOrdinarySharesMember 2024-01-01 2024-03-31 0001973056 BOWN:NonRedeemableOrdinarySharesMember 2025-01-01 2025-03-31 0001973056 BOWN:NonRedeemableOrdinarySharesMember 2024-01-01 2024-03-31 0001973056 us-gaap:CommonStockMember 2024-12-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001973056 us-gaap:RetainedEarningsMember 2024-12-31 0001973056 us-gaap:CommonStockMember 2023-12-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001973056 us-gaap:RetainedEarningsMember 2023-12-31 0001973056 2023-12-31 0001973056 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001973056 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001973056 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001973056 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001973056 us-gaap:CommonStockMember 2025-03-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001973056 us-gaap:RetainedEarningsMember 2025-03-31 0001973056 us-gaap:CommonStockMember 2024-03-31 0001973056 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001973056 us-gaap:RetainedEarningsMember 2024-03-31 0001973056 2024-03-31 0001973056 us-gaap:NonrelatedPartyMember 2025-01-01 2025-03-31 0001973056 us-gaap:NonrelatedPartyMember 2024-01-01 2024-03-31 0001973056 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001973056 us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001973056 us-gaap:IPOMember 2023-07-14 2023-07-14 0001973056 us-gaap:IPOMember 2023-07-14 0001973056 us-gaap:PrivatePlacementMember 2023-07-14 2023-07-14 0001973056 us-gaap:PrivatePlacementMember 2023-07-14 0001973056 us-gaap:OverAllotmentOptionMember 2023-07-17 2023-07-17 0001973056 us-gaap:OverAllotmentOptionMember 2023-07-18 2023-07-18 0001973056 us-gaap:OverAllotmentOptionMember 2023-07-18 0001973056 us-gaap:PrivatePlacementMember 2023-07-18 2023-07-18 0001973056 us-gaap:IPOMember 2023-07-18 2023-07-18 0001973056 us-gaap:IPOMember 2023-07-18 0001973056 2024-10-07 0001973056 BOWN:EarlyBirdCapitalMember 2024-10-07 0001973056 2025-01-10 2025-01-10 0001973056 2025-01-10 0001973056 2025-01-14 2025-01-14 0001973056 us-gaap:SubsequentEventMember 2025-04-14 2025-04-14 0001973056 us-gaap:SubsequentEventMember 2025-04-14 0001973056 BOWN:MergerSharesMember BOWN:AgreementMember 2024-01-18 2024-01-18 0001973056 BOWN:EarnoutSharesMember BOWN:AgreementMember srt:MaximumMember 2024-01-18 2024-01-18 0001973056 BOWN:ForwardPurchaseAgreementMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember 2025-01-13 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember 2025-03-31 0001973056 BOWN:RedeemableSharesMember 2025-01-01 2025-03-31 0001973056 BOWN:NonRedeemableSharesMember 2025-01-01 2025-03-31 0001973056 BOWN:RedeemableSharesMember 2024-01-01 2024-03-31 0001973056 BOWN:NonRedeemableSharesMember 2024-01-01 2024-03-31 0001973056 us-gaap:IPOMember 2025-01-01 2025-03-31 0001973056 us-gaap:IPOMember 2025-03-31 0001973056 us-gaap:IPOMember 2024-12-31 0001973056 us-gaap:OverAllotmentOptionMember 2025-01-01 2025-03-31 0001973056 us-gaap:OverAllotmentOptionMember 2025-03-31 0001973056 us-gaap:OverAllotmentOptionMember 2023-12-31 0001973056 2024-01-01 2024-12-31 0001973056 us-gaap:OverAllotmentOptionMember 2024-01-01 2024-12-31 0001973056 us-gaap:OverAllotmentOptionMember 2023-07-14 2023-07-14 0001973056 BOWN:QianzhiMember 2025-01-01 2025-03-31 0001973056 BOWN:EBCFounderSharesMember 2024-10-14 0001973056 BOWN:EBCFounderSharesMember 2025-03-31 0001973056 BOWN:SponsorsMember 2024-10-14 2024-10-14 0001973056 BOWN:FounderSharesMember 2024-10-14 2024-10-14 0001973056 BOWN:FounderSharesMember 2024-10-14 0001973056 us-gaap:RelatedPartyMember us-gaap:GeneralAndAdministrativeExpenseMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember BOWN:AccountingServicesExpenseMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-12-31 0001973056 us-gaap:RelatedPartyMember BOWN:AccountingServicesExpenseMember 2024-12-31 0001973056 BOWN:AccountingServiceAgreementAndOtherMember 2025-01-01 2025-03-31 0001973056 BOWN:SponsorsMember srt:MaximumMember 2023-07-11 2023-07-11 0001973056 BOWN:FounderSharesMember 2025-01-01 2025-03-31 0001973056 2024-10-14 2024-10-14 0001973056 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-10-14 0001973056 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2024-10-14 0001973056 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2024-10-14 0001973056 us-gaap:FairValueInputsLevel3Member BOWN:MeasurementInputProbabilityOfCompletionOfBusinessCombinationMember 2024-10-14 0001973056 us-gaap:RelatedPartyMember BOWN:InitialAccountingServiceFeeMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember BOWN:InitialAccountingServiceFeeMember 2024-12-31 0001973056 us-gaap:RelatedPartyMember BOWN:AccountingServiceFeeAndOthersMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember BOWN:AccountingServiceFeeAndOthersMember 2024-12-31 0001973056 us-gaap:RelatedPartyMember BOWN:AdministrationFeeMember 2025-03-31 0001973056 us-gaap:RelatedPartyMember BOWN:AdministrationFeeMember 2024-12-31 0001973056 BOWN:BusinessCombinationMarketingAgreementMember 2025-01-01 2025-03-31 0001973056 BOWN:BusinessCombinationMarketingAgreementMember 2025-03-31 0001973056 BOWN:ShenzhenQianzhiBioTechnologyCoLtdMember 2025-01-01 2025-03-31 0001973056 BOWN:ShenzhenQianzhiBioTechnologyCoLtdMember 2024-01-01 2024-03-31 0001973056 2025-01-13 2025-01-13 0001973056 2025-01-13 2025-03-31 0001973056 BOWN:SponsorsMember 2023-02-27 2023-02-27 0001973056 BOWN:SponsorsMember us-gaap:OverAllotmentOptionMember 2023-02-27 2023-02-27 0001973056 us-gaap:FairValueInputsLevel1Member 2025-03-31 0001973056 us-gaap:FairValueInputsLevel1Member 2024-12-31 0001973056 us-gaap:FairValueInputsLevel3Member 2025-03-31 0001973056 us-gaap:FairValueInputsLevel3Member 2024-12-31 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputSharePriceMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputSharePriceMember 2025-03-31 0001973056 BOWN:ForwardPurchaseAgreementMember BOWN:MeasurementInputExpectedRedemptionPriceMember us-gaap:ForwardContractsMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember BOWN:MeasurementInputExpectedRedemptionPriceMember us-gaap:ForwardContractsMember 2025-03-31 0001973056 BOWN:ForwardPurchaseAgreementMember BOWN:MeasurementInputTimeToExpirationMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember BOWN:MeasurementInputTimeToExpirationMember 2025-03-31 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-03-31 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputPriceVolatilityMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputPriceVolatilityMember 2025-03-31 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-01-13 0001973056 BOWN:ForwardPurchaseAgreementMember us-gaap:MeasurementInputExpectedDividendRateMember 2025-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number: 001-41741

Bowen Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

420 Lexington Ave, Suite 2446, New York, NY		10170
(Address of principal executive offices)		(Zip code)

(203) 998-5540

(Issuer’s telephone number including area code)

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		The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share		BOWN		The Nasdaq Stock Market LLC
Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination		BOWNR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of July 8, 2025, the registrant had 3,010,973 ordinary shares, $0.0001 par value, outstanding.

INDEX

Part I - Financial Information	3
Item 1 – Financial Statements	3
Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Unaudited Financial Statements	7
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	21
Item 4 – Controls and Procedures	21
Part II - Other Information	22
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 5 – Other Information	23
Item 6 – Exhibits	23
Signatures	24

2

Part I - Financial Information

Item 1 – Financial Statements

BOWEN ACQUISITION CORP

CONSOLIDATED BALANCE SHEETS

		March 31, 2025				December 31, 2024
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	29,806			$	103,774
Other receivable (Note 5)			207,044				138,046
Prepaid expenses			11,245				12,239
Total Current Assets			248,095				254,059
Investment held in Trust Account			9,372,109				75,794,241
Total Assets		$	9,620,204			$	76,048,300
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accrued offering costs and expenses		$	401,970			$	309,004
Accrued expenses - related party			136,613				101,285
Accrued expenses			136,613				101,285
Promissory note - related party (net of unamortized debt discount of $17,453 and $122,174, respectively) (Note 4)			482,547				377,826
Promissory Note			190,000				190,000
Payable to target company			75,000				75,000
FPA liability (Note 5)			1,562,339				—
Total Current Liabilities			2,848,469				1,053,115
Total Liabilities			2,848,469				1,053,115
Commitments and contingencies (Note 5)			-				-
Ordinary shares subject to possible redemption, 847,905 and 6,900,000 shares at redemption value of $11.05 and $10.98 per share as of March 31, 2025 and December 31, 2024, respectively			9,372,109				75,794,241
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding			—				—
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,266,500 shares issued and outstanding (excluding 847,905 and 6,900,000 shares subject to redemption on March 31, 2025 and December 31, 2024, respectively)			227				227
Additional paid-in capital			238,679				—
Accumulated deficit			(2,839,280	)			(799,283	)
Total Shareholders’ Deficit			(2,600,374	)			(799,056	)
Total Liabilities and Shareholders’ Deficit		$	9,620,204			$	76,048,300

The accompanying notes are an integral part of the unaudited consolidated financial statements.

3

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		2025				2024
		Three Months Ended March 31,
		2025				2024
Formation and operating costs		$	134,736			$	137,130
Loss from operations			(134,736	)			(137,130	)
Other income (expense):
Interest earned on investments held in trust account			97,321				923,492
Bank interest income			478				-
Interest expenses			(104,721	)			-
Loss on issuance of FPA liability			(1,929,656	)			-
Change in fair value of FPA liability			367,317				-
Financing expense			(336,000	)
Total other income (expense), net			(1,905,261	)			923,492
Net (loss) income		$	(2,039,997	)		$	786,362
Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares			1,722,097				6,900,000
Basic and diluted net income (loss) per share, redeemable ordinary shares		$	(0.48	)		$	0.12
Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares			2,266,500				2,266,500
Basic and diluted net loss per share, non-redeemable ordinary shares		$	(0.54	)		$	(0.01	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

4

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THREE MONTHS ENDED MARCH 31, 2025

		Shares				Amount				Capital				Deficit)				(Deficit)
		Ordinary Shares								Additional Paid-in				Accumulated				Total Shareholders’
		Shares				Amount				Capital				Deficits				Deficit
Balance as of January 1, 2025			2,266,500			$	227			$	-			$	(799,283	)		$	(799,056	)
Financing expense allocated to APIC			-				-				336,000				-				336,000
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)			-				-				(97,321	)			-				(97,321	)
Net loss			-				-				-				(2,039,997	)			(2,039,997	)
Balance as of March 31, 2025			2,266,500			$	227			$	238,679			$	(2,839,280	)		$	(2,600,374	)

FOR THREE MONTHS ENDED MARCH 31, 2024

		Ordinary Shares								Additional Paid-in				Retained				Total Shareholders’
		Shares				Amount				Capital				Earnings				Equity
Balance as of January 1, 2024			2,266,500			$	227			$	-			$	402,307			$	402,534
Balance			2,266,500			$	227			$	-			$	402,307			$	402,534
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)			-				-				-				(923,492	)			(923,492	)
Net income			-				-				-			$	786,362				786,362
Net income (loss)			-				-				-			$	786,362				786,362
Balance as of March 31, 2024			2,266,500			$	227			$	-			$	265,177			$	265,404
Balance			2,266,500			$	227			$	-			$	265,177			$	265,404

The accompanying notes are an integral part of the unaudited consolidated financial statements.

5

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		2025				2024
		For Three Months Ended March 31,
		2025				2024
Cash flows from operating activities:
Net income (loss)		$	(2,039,997	)		$	786,362
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investment held in Trust Account			(97,321	)			(923,492	)
Amortized interest expense from debt discount			104,721				-
Loss on issuance of FPA liability			1,929,656				-
Change in fair value of FPA liability			(367,317	)			-
Financing expense			336,000				-
Changes in current assets and liabilities:
Accrued offering costs and expenses			21,190				44,255
Accrued expenses - related party			31,995				(15,250	)
Accrued expenses			31,995				(15,250	)
Prepaid Expenses			7,105				17,171
Net cash used in operating activities			(73,968	)			(90,954	)
Cash flows from investing activities:
Cash withdrawn from trust account in connection with redemption			66,519,453				-
Net cash provided by investing activities			66,519,453				-
Cash flows from financing activities:
Payment of public shareholders’ redemption			(66,519,453	)			-
Net cash used in financing activities			(66,519,453	)			-
Net change in cash			(73,968	)			(90,954	)
Cash at beginning of period			103,774				426,913
Cash at the end of period		$	29,806			$	335,959
Supplemental disclosure of noncash financing activities
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		$	97,321				923,492

The accompanying notes are an integral part of the unaudited consolidated financial statements.

6

BOWEN ACQUISITION CORP

UNAUDITED Notes to the consolidated financial statements

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Organizational and General

Bowen Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 17, 2023. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company’s sponsors are Createcharm Holdings Ltd., a British Virgin Islands company, and Bowen Holding LP, a Delaware limited partnership (the “Sponsors”). As of March 31, 2025, the Company had not commenced any operations. All activities for the period from February 17, 2023 (inception) through March 31, 2025 relate to the Company’s formation, the initial public offering (“IPO”) and initial business combination, which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company is generating non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on July 11, 2023. On July 14, 2023, the Company consummated the IPO of 6,000,000 of its units (“Public Units”). Each Public Unit consists of one ordinary share, $0.0001 par value (“Ordinary Shares”), of the Company and one right (“Rights”), each Right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of the Company’s initial business combination. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 330,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,300,000. The Private Placement Units were purchased by Createcharm Holdings Ltd, one of the Company’s sponsors, and EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in the IPO. The Private Placement Units are identical to the Units included in the Public Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units (except to certain transferees) until after the completion of the Company’s initial Business Combination.

On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 Units. As a result, on July 18, 2023, the Company sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. In connection with this sale, Createcharm Holdings Ltd. and EBC also purchased an additional 31,500 Private Placement Units from the Company.

As of July 18, 2023, transaction costs amounted to $3,318,898 consisting of $1,725,000 of cash underwriting fees and $1,593,898 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

7

The Company will have until 18 months from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period and shareholders have not otherwise amended the Amended and Restated Memorandum and Articles of Association to extend this period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay the Company’s taxes, if any (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On November 20, 2023, a wholly-owned subsidiary of the Company, Bowen Merger Sub (“Merger Sub”) was formed for the purpose of entering into a business combination agreement. See “Proposed Business Combination” below.

Effective as of October 7, 2024, the Company notified the trustee of the Trust Account that it was extending the time to consummate an initial Business Combination from October 14, 2024 to January 14, 2025. Effective as of October 14, 2024, Shenzhen Qianzhi (as defined below) and EBC, two designees of the Sponsors, loaned the Company an aggregate of $690,000, which funds were deposited into the Trust Account for such extension. The loans are evidenced by promissory notes (the “Notes”) issued by the Company to the designees. The Notes bear no interest and are repayable in full upon consummation of a Business Combination. In connection with the loans, one of the Sponsors transferred 30,000 of its Founder Shares to EBC.

The Company had called an extraordinary general meeting (the “Extension Meeting”) for January 10, 2025 to approve, by special resolution and pursuant to the terms of the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”), an amendment to the Articles to allow the board of directors of the Company (the “Board”) to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), by up to three one-month increments, from January 14, 2025 to as late as April 14, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Board in its sole discretion. In connection with the meeting, an aggregate of 6,052,095 Public Shares were redeemed at a price of approximately $10.99 per share. Following the redemptions, the Company has 847,905 Public Shares, and approximately $9,319,446 remaining in Trust Account.

On January 14, 2025, the Company held another extraordinary general meeting to approve the business combination with Qianzhi (as defined below). At the meeting, all proposals were approved by shareholders. An aggregate of 137,936 Public Shares requested redemption in connection with such vote which will be redeemed on the business combination consummation date.

On April 14, 2025, the Company held an extraordinary general meeting to approve a proposal to extend the time the Company had to consummate its initial Business Combination to up to July 14, 2025. In connection with the meeting, an aggregate of 103,432 Public Shares were redeemed at a price of approximately $11.07 per share. Following the redemptions, the Company has 744,473 Public Shares, and approximately $8,241,047 remaining in Trust Account.

8

Proposed Business Combination

On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) with (i) Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), (ii) Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China and a wholly owned subsidiary of NewCo (as defined below) (“Shenzhen Qianzhi”or “Qianzhi”), and (iii) Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“NewCo,” and collectively with the Company, Merger Sub and Shenzhen Qianzhi, the “Parties”, each a “Party”).

Pursuant to the Agreement, at the closing of the business combination, Merger Sub will merge with and into NewCo (the “Merger”), with NewCo being the surviving company of the Merger (“Surviving Company”) and becoming a wholly owned subsidiary of the Company. In the Merger, the holders (the “NewCo Shareholders”) of the ordinary shares of NewCo (“NewCo Ordinary Shares”) will receive ordinary shares of the Company (“Parent Ordinary Shares”).

Pursuant to the Agreement, at the effective time of the Merger (the “Effective Time”), all of NewCo Ordinary Shares issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an aggregate of (a) 7,246,377 Parent Ordinary Shares (the “Merger Shares”), and (b) the right to receive earnout consideration of up to an aggregate of 1,400,000 Parent Ordinary Shares (the “Earnout Shares”).

The Company’s Registration Statement on Form S-4 (“S-4”) was declared effective on December 18, 2024. As of the filing date, the business combination remained pending, awaiting required regulatory approvals.

On January 13, 2025, the Company entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC signatory thereto (collectively, the “Purchaser”). In accordance with the FPA and subject to the terms and conditions set forth therein, the Purchaser shall purchase from holders of Public Shares, par value $0.0001 per share, of the Company (“Company Ordinary Share”) that have elected to redeem their Company Ordinary Shares in connection with the contemplated business combination (“Business Combination”) between the Company, NewCo and Qianzhi, up to the lesser of (a) 550,000 Company Ordinary Shares and (b) such number of Company Ordinary Shares as shall, following the Business Combination between the Company, NewCo and Qianzhi, not to exceed 9.9% of the total number of Company Ordinary Shares to be outstanding (such shares to be purchased, the “Forward Purchase Shares”) from public shareholders for a price no greater than the redemption price (the “Redemption Price”) per share to be paid to redeeming public shareholders of the Company. Upon the Business Combination closing, 50,000 Purchased Shares shall be deemed to be “Commitment Shares” and the remaining Forward Purchased Shares shall be deemed to be “Prepaid Forward Purchase Shares”. No later than the earlier of (a) one business day after the Business Combination closing and (b) the date any assets from the Company’s trust account are disbursed in connection with the Business Combination, the Company and NewCo shall cause Purchaser to be paid directly, out of the funds held in the Company’s trust account, a cash amount (the “Prepayment Amount”) equal to the number of Forward Purchased Shares multiplied by the Redemption Price. Upon the subsequent sale of the Prepaid Forward Purchase Shares by the Purchaser, the Purchaser will remit the Reference Price (as defined below) per share to the Company. On the date that is twelve months after the closing of the Business Combination (the “Maturity Date”), any Prepaid Forward Purchase Shares not sold by the Purchaser will be returned by the Purchaser to the Company and any remaining amounts in respect of the Prepaid Forward Purchase Shares will be retained by Purchaser. Prior to the Maturity Date, the Purchaser may sell Commitment Shares at any price in Purchaser’s sole discretion. The Purchaser has agreed that until the Maturity Date, the Prepaid Forward Purchase Shares may not be sold for a price less than the Reference Price. The “Reference Price” will initially equal the Redemption Price and may, at the Company’s option, be reduced (but never increased) at any time to the lowest daily volume weighted average price of the Company Ordinary Shares for the preceding 10 trading days.

Going Concern Consideration

As of March 31, 2025, the Company had cash and cash equivalent of $29,806 and a working capital deficit of $2,600,374. The Company has incurred and expects to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The consolidated financial statements does not include any adjustments that might result from the outcome of the uncertainty.

9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the period ended March 31, 2025 are not necessarily indicative of the results that may be expected through December 31, 2025. All intercompany accounts and transactions are eliminated upon consolidation. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on April 15, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statement.

10

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalents balance of $29,806 and $103,774 as of March 31, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. As of March 31, 2025 and December 31, 2024, the Trust Account had balance of $9,372,109 and $75,794,241, respectively. The interest and dividend income earned from the Trust Account totaled $97,321 and $923,492 for three months ended March 31, 2025 and 2024, respectively, which were fully reinvested into the Trust Account as earned and unrealized gain on investments and therefore presented as an adjustment to the operating activities in the Consolidated Statements of Cash Flows.

Offering Costs

Offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO on July 14, 2023.

Interest Expenses

Interest expense in 2024 and 2025 are primarily from the amortization of the debt discount in connection with the promissory note issued by the Company to related party. See Note 4 - Related Parties for more information.

Amortization of Debt Discount

The Company’s promissory note issued with related party is recorded net of debt discount which comprised issuance costs, and the discount initially recognized for the fair value of the shares transferred. The portion of the debt issuance costs allocated to the promissory note, is being amortized over the terms, which is upon consummation of the Business Combination. The amortization of debt issuance costs and discount is included in interest expense within the accompanying consolidated statements of operations.

FPA Liability

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480-10, therefore, the forward purchase option is required to be classified as a liability at fair value. Subsequently, changes in fair value are reported in earnings in statements of operations.

Financing Expenses

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The 50,000 Commitment Shares in the FPA is an equity consideration transferred to a non-employee for financing services and therefore falls within the scope of ASC 718-10. The fair value of the financing expenses shall be measured based on the observable market price.

11

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of March 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

The net income (loss) per share presented in the statements of operations is based on the following:

SCHEDULE OF NET INCOME (LOSS) PER SHARE PRESENTED STATEMENTS OF OPERATIONS 

		2025				2024
		For Three Months Ended March 31,
		2025				2024
Net income (loss)		$	(2,039,997	)		$	786,362
Interest earned on investment held in Trust Account			(97,321	)			(923,492	)
Net loss including accretion of equity into redemption value		$	(2,137,318	)		$	(137,130	)

SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED 

		Redeemable				Non- Redeemable				Redeemable				Non- Redeemable
		For Three Months Ended March 31,
		2025								2024
		Redeemable				Non- Redeemable				Redeemable				Non- Redeemable
Particulars		Shares				Shares				Shares				Shares
Basic and diluted net income (loss) per share:
Weighted-average shares outstanding			1,722,097				2,266,500				6,900,000				2,266,500
Ownership percentage			43	%			57	%			75	%			25	%
Numerators:
Allocating net (loss) income including accretion of temporary equity			(922,798	)			(1,214,520	)			(103,223	)			(33,907	)
Interest earned on Trust Account			97,321				-				923,492				-
Allocation of net income (loss)		$	(825,477	)			(1,214,520	)		$	820,269			$	(33,907	)
Denominators:
Weighted-average shares outstanding			1,722,097				2,266,500				6,900,000				2,266,500
Basic and diluted net income/(loss) per share		$	(0.48	)		$	(0.54	)		$	0.12			$	(0.01	)

12

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480 and therefore qualify as financial instruments under ASC 820 “Fair Value Measurement.” The Company’s FPA liability is considered to be Level 3 financial instruments measured at fair value on a recurring basis. See Note 7 for details. The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At March 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET 

Public offering proceeds		$	60,000,000
Less:
Proceeds allocated to Public Rights			(3,272,724	)
Allocation of offering costs related to redeemable shares			(2,925,140	)
Plus:
Accretion of carrying value to redemption value			6,797,864
Ordinary shares subject to possible redemption			60,600,000
Over-allotment
Plus:
Over-allotment proceeds			9,000,000
Less:
Proceeds allocated to Public Rights			(490,909	)
Allocation of offering costs related to redeemable shares			(212,727	)
Plus:
Accretion of carrying value to redemption value			793,636
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)			1,729,358
Ordinary shares subject to possible redemption, December 31, 2023		$	71,419,358
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)			3,684,883
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)			690,000
Ordinary shares subject to possible redemption, December 31, 2024		$	75,794,241
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)			97,321
Subsequent measurement of ordinary shares subject to possible redemption (redemption)			(66,519,453	)
Ordinary shares subject to possible redemption, March 31, 2025		$	9,372,109

13

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On July 14, 2023, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 6). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights. The Company also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments. The over-allotment was subsequently fully exercised on July 17, 2023. See Note 1 for further details.

The Company incurred $75,000 Nasdaq delayed entry fee during the IPO in 2023 and this balance was subsequently paid by Qianzhi which is the target company. As of March 31, 2025 and December 31, 2024, this balance is recorded as “Payable to target” on the consolidated balance sheet.

NOTE 4 — RELATED PARTIES

Promissory Note – Related Party

On October 14, 2024, EBC loaned the Company $500,000 which funds were deposited into the Trust Account for the extension. The loan is evidenced by promissory note issued by the Company (“Extension Note”). The Extension Note bears no interest and is repayable in full upon consummation of a Business Combination. As of March 31, 2025, $500,000 was outstanding.

In connection with the loan, one of the Sponsors transferred 30,000 of its Founder Shares to EBC. The value of the shares transferred is reflected as debt discount and fully amortized as interest expense over the life of the loan per ASC 835. See below for more details.

Founder Shares

On October 14, 2024, one of the Sponsors transferred 30,000 of its Founder Shares to EBC in connection with $500,000 loan for the extension.

The Company estimated the fair value of the Founder Shares to be approximately $209,442 or $6.98 per share using the Black-Scholes option pricing model. The fair value of the Founder Shares was estimated at October 14, 2024. The Company used the following assumptions to estimate the fair value of Founder Shares using Level 3 fair value measurements inputs at the measurement date:

SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE 

Time to expiration			1.0
Risk-free rate			4.2	%
Volatility			5.0	%
Dividend yield			0.0	%
Probability of completion of business combination			65.0	%

Based on the fair value of the Founder Shares, the Company recorded a debt discount of $209,442, which is amortized as interest expense over the loan period. The loan period extends until the consummation of the Business Combination, estimated to occur on April 15, 2025. As of the filing date, the Business Combination has not been consummated. Since the loan period change is immaterial and the Business Combination will be consummated this year, no adjustment to the amortization is considered necessary. For three months ended March 31, 2025 and for the year ended December 31, 2024, the Company has recorded an interest expense of $104,721 and $87,267, respectively. The note is presented net of an unamortized debt discount of $17,453, resulting in a carrying amount of $482,547 as of March 31, 2025.

14

Due to Related Party

The Sponsors paid certain formation, operating or offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing.

As of March 31, 2025, the total accrued expenses due to related parties was $136,613, which includes $120,000 payable for administration fee and $16,613 payable for accounting related and other service fee.

As of December 31, 2024, the total accrued expenses due to related parties was $101,285, which includes $90,000 payable for administration fee and $11,285 payable for accounting related and other service fee.

Accounting Service Agreement and Others

The Company has engaged TenX Global Capital, a related party of the Company, to assist in initial accounting preparation, preparing quarterly and annual financial statements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate of $5,250 each quarter. TenX Global Capital also provides other services following the consummation of the IPO.

Administration Fee

Commencing on the effectiveness of the Registration Statement on July 11, 2023, an affiliate of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $10,000 per month, until to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.

The following table presents details about the expenses incurred for three months ended March 31, 2025 and 2024, respectively, and payable as of March 31, 2025 and December 31, 2024, respectively:

SCHEDULE OF EXPENSES INCURRED AND PAYABLES 

Nature		Operating Costs For the three months ended								Payable Balance as of
		March 31, 2025				March 31, 2024				March 31, 2025				December 31, 2024
Initial accounting service fee		$	-			$	-			$	-			$	-
Accounting service fee and others			5,328				5,441				16,613				11,285
Administration fee			30,000				30,000				120,000				90,000
Total		$	35,328			$	35,441			$	136,613			$	101,285

15

NOTE 5 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount of $2,415,000, equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination. As of the filing date, no such service has been provided by EBC.

Business Combination Transaction Cost

The Company has engaged several service providers including legal and valuation services, specifically for business combination between the Company and Shenzhen Qianzhi BioTechnology Co. Ltd. (“Qianzhi”). Per the agreed terms, Qianzhi agreed to be responsible for all expenses incurred by the Company in connection with business combination. For three months ended March 31, 2025 and for the year ended December 31, 2024, $324,511 and $527,145 of business combination related cost have been incurred which $255,513 and $389,099 were reimbursed by Qianzhi, respectively. This activity has been recorded net in accompanying financial statements.

Forward Purchase Agreement

On January 13, 2025, the Company entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC signatory thereto (collectively, the “Purchaser”). See Note 1 for details. The Company recorded $1,929,656 loss on issuance of FPA liability and FPA liability reported in the accompanying consolidated statements of operations and balance sheets, respectively, on the initial recognition of 500,000 Prepaid Forward Purchase Shares.

From January 13, 2025 through March 31, 2025, the Company recorded $367,317 changes in fair value of FPA liability reported in the accompanying consolidated statements of operations. As of March 31, 2025, the Company has $1,562,339 outstanding balance under FPA liability reported in the accompanying consolidated balance sheets.

NOTE 6 — SHAREHOLDERS’ EQUITY

Preferred Shares — The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

16

Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. On February 27, 2023, the Sponsors received 1,725,000 of the Founder Shares in exchange for $25,000 paid for offering costs borne by the Sponsors, of which an aggregate of up to 225,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO (excluding shares underlying the Private Placement Units). No ordinary shares are subject to forfeiture since the over-allotment was fully exercised on July 17, 2023. As of March 31, 2025 and December 31, 2024, there was 2,266,500 ordinary shares issued and outstanding (excluding 847,905 and 6,900,000 shares subject to possible redemption, respectively).

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 7 — Fair Value Measurements

FAIR VALUE MEASUREMENTS 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

SCHEDULE OF MEASURED FAIR VALUE ON RECURRING BASIS 

Nature		Level				March 31, 2025				December 31, 2024
Assets:
Marketable securities held in the trust account			1			$	9,372,109			$	75,794,241
Cash equivalents			1			$	29,806			$	103,774
Liabilities:
FPA liability			3			$	1,562,339			$	-

17

FPA Liability

The Company established the fair value of the FPA liability using Black Scholes Model that values based on future projections of the various potential outcomes, and classified as a Level 3 fair value measurement.

The following table provides additional quantitative information regarding the Level 3 fair value measurement inputs at their measurement dates for the FPA liability:

SCHEDULE OF INFORMATION REGARDING THE LEVEL 3 FAIR VALUE MEASUREMENT INPUTS AT THEIR MEASUREMENT DATES 

		At initial issuance January 13, 2025				March 31, 2025
Stock price		$	6.72			$	7.85
Expected redemption price		$	10.99			$	11.05
Time to expiration			1.46				1.25
Risk-free rate			4.3	%			4.0	%
Volatility			35.0	%			35.0	%
Dividend yield			0.0	%			0.0	%

The following table presents the changes in the fair value of FPA liability for three months ended March 31, 2025:

SCHEDULE OF FAIR VALUE OF FORWARD PURCHASE AGREEMENT LIABILITY 

January 1, 2025		$	-
Initial recognition at January 14, 2025 of 500,000 shares			1,929,656
Change in fair value			(367,317	)
Fair value of FPA liability as of March 31, 2025		$	1,562,339

Commitment Shares

50,000 Commitment Shares is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the requisite service period. The fair value of the financing expenses was measured based on the grant-date market price of $6.72 per share and classified as a Level 1 fair value measurement. The resulting fair value totaled $336,000.

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company identified the following subsequent event that would have required adjustment or disclosure in the financial statements.

On May 28, 2025, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Delinquent Report”). The Notice stated that no later than July 28, 2025, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report. If NASDAQ accepts the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Delinquent Report (or until November 17, 2025) to regain compliance. The Company is continuing to work diligently to complete the Delinquent Report. If the Company is unable to file the Delinquent Report by July 28, 2025, it intends to file a plan to regain compliance with NASDAQ. This notification has no immediate effect on the listing of the Company’s shares on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

18

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Bowen Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

We are a blank check company incorporated on February 17, 2023 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, promissory loans with target or related parties, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception through March 31, 2025 were organizational activities, those necessary to prepare for the IPO described below, and since the closing of the IPO, identifying a target company for our initial Business Combination, and professional costs related with the initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generated non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended March 31, 2025, we had a net loss of $2,039,997, which consists of a loss of $134,736 derived from operating costs, interest expense of $104,721, loss on issuance of FPA liability of $1,929,656, change in fair value of forward purchase agreement of $367,317, and financing expense of $336,000, offset by income earned on the Trust Account of $97,321 and bank interest income of $478.

For the three months ended March 31, 2024, we had a net income of $786,362, which consists of a loss of $137,130 derived from formation and operating costs offset by income earned on the Trust Account of $923,492.

Liquidity, Capital Resources and Going Concern

On July 14, 2023, we consummated our IPO of 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 330,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, generating total gross proceeds of $3,300,000.

On July 17, 2023, the underwriters exercised the over-allotment option in full to purchase 900,000 Units. As a result, on July 18, 2023, we sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 31,500 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $315,000. Transaction costs amounted to $3,318,898 consisting of $1,725,000 of cash underwriting fees and $1,593,898 of other offering costs.

Following the closing of the IPO and the sale of over-allotment units, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2025, we had cash and cash equivalent of $29,806. We will use these funds primarily to complete the business combination. This includes conducting ongoing due diligence, obtaining necessary regulatory and shareholder approvals, preparing required filings and disclosures, structuring and negotiating transaction terms, and covering costs related to legal, financial, and other advisory services. Additionally, funds may be used to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

19

As of March 31, 2025, we had cash and cash equivalent of $29,806 and a working capital deficit of $2,600,374. We have incurred and expect to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we believe that these conditions raise substantial doubt about our ability to continue as a going concern. In addition, if we are unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, we have determined that such additional condition also raises substantial doubt about our ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Related Party Transactions

Please refer to Financial Statement Note 4- Related Parties.

Other Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance sheet.

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

We have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination. As of the filing date, no such service has been provided by EBC.

Forward Purchase Agreement

On January 13, 2025, we entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC. See Financial Statement Note 1 for details. The Company recorded $1,929,656 loss on issuance of FPA liability and FPA liability reported in the accompanying consolidated statements of operations and balance sheets, respectively, on the initial recognition of 500,000 Prepaid Forward Purchase Shares.

20

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed as of the date of the financial statements, and that management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. Management does not believe that we have any critical accounting estimates; however, we have identified the following critical accounting policy:

Net Income (Loss) per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less interest income and unrealized gain or loss on investments in trust account less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

Fair Value of Financial Instruments

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480 and therefore qualify as financial instruments under ASC 820 “Fair Value Measurement.” The Company’s FPA liability is considered to be Level 3 financial instruments measured at fair value on a recurring basis. See Financial Statement Note 7 for details. The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial reporting related to the Company’s lack of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

Part II - Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

On February 27, 2023, Bowen Holding LP acquired an aggregate of 1,725,000 ordinary shares for an aggregate purchase price of $25,000. Bowen Holding LP thereafter transferred an aggregate of 1,155,750 ordinary shares to Createcharm Holdings Ltd, our other sponsor. The Company also issued to EarlyBirdCapital, Inc. 180,000 ordinary shares for an aggregate purchase price of $2,520 on March 15, 2023. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

On July 14, 2023, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per share, of the Company and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering and Revere Securities acted as co-manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-272076). The Securities and Exchange Commission declared the registration statement effective on July 11, 2023.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 330,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,300,000. The Private Placement Units were purchased by Createcharm Holdings Ltd and EarlyBirdCapital, Inc. The Private Placement Units are identical to the Units sold in the Initial Public Offering. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except to certain transferees) until after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 Units. As a result, on July 18, 2023, the Company sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. In connection with this sale, Createcharm Holdings Ltd and EarlyBirdCapital, Inc. also purchased an additional 31,500 Private Placement Units from the Company, generating gross proceeds of $315,000. The issuance of the additional Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

As of July 18, 2023, an aggregate of $69,690,000 has been deposited in the trust account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering ($10.10 per unit sold in the offering, including the over-allotment option).

We paid a total of $1,725,000 in underwriting discounts and commissions related to the Initial Public Offering.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

22

Item 5 – Other Information

During the quarter ended March 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

Item 6 – Exhibits

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

23

SIGNATURES

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 thereunto duly authorized.

	BOWEN ACQUISITION CORP
Dated: July 8, 2025	By.	/s/ Jiangang Luo
		Jiangang Luo
		Chief Executive Officer
		(Principal Executive Officer)
Dated: July 8, 2025	By.	/s/ Jing Lu
		Jing Lu
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

24

FAQ

How much capital has Splash Beverage Group (SBEV) raised in this Form D offering?

The company has sold $33.321 million of the $36.25 million maximum.

What securities did SBEV issue in the private placement?

Series A-1, Series B, and Series C preferred shares plus accompanying warrants and conversion rights.

Is the offering linked to an acquisition?

Yes. SBEV issued 20,000 Series C preferred shares to a third-party seller in exchange for certain assets.

Were any broker commissions paid on the SBEV raise?

No. The filing reports $0 in sales commissions and finder’s fees.

How many investors participated in the financing?

The notice lists 30 investors to date.

What exemption did SBEV rely on for this private placement?

The company claimed Rule 506(b) under Regulation D.