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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 10, 2025
BOWEN
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-41741 |
|
00-0000000N/A |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
420
Lexington Ave, Suite 2446
New
York, NY 10170
(Address
of Principal Executive Offices) (Zip Code)
(203)
998-5540
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one ordinary share and one right |
|
BOWNU |
|
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
July 10, 2025, Bowen Acquisition Corp (the “Company”) received a notice from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to maintain a minimum of 1,100,000 publicly held shares
as required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B).
The
Notice stated that no later than August 25, 2025, the Company is required to submit a plan to regain compliance with the above referenced
rule. 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 date of the notice to regain compliance. 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.
The
notice has no effect at this time on the listing of the Company’s Ordinary Shares, which will continue to trade uninterrupted under
the symbol “BOWN”.
Cautionary
Note Regarding Forward Looking Statements
This
Current Report on Form 8-K include “forward-looking statements.” Actual results may differ from expectations, estimates and
projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking
statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “will be,” “will continue,” “will likely result,” “could,”
“should,” “believe(s),” “predicts,” “potential,” “continue,” “future,”
“opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases
or similar expressions are intended to identify such forward-looking statements.
The
Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company
does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
July 11, 2025 |
|
| |
|
|
| |
By:
|
/s/
Jiangang Luo |
| |
|
Jiangang
Luo |
| |
|
Chief
Executive Officer |
