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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 11, 2025
BOWEN
ACQUISITION CORP
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-41741 |
|
N/A00-0000000 |
| (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
5.03. Amendments to Articles of Incorporation or Bylaws.
The
information included in Item 5.07 is incorporated by reference into this item to the extent required.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
July 11, 2025, Bowen Acquisition Corp (the “Company”) held an extraordinary general meeting (the “Meeting”) 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 (the “Extension”) by which the Company must consummate an initial merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”).
An
aggregate of 2,189,734 ordinary shares of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote
as of the record date of June 11, 2025, were represented in person or by proxy at the Meeting.
The
Company’s shareholders voted on the following proposal at the Meeting, which was approved:
| |
(1) |
Proposal
No. 1 — The Extension Proposal — a proposal to amend the Company’s Articles to extend the date by which the
Company has to consummate a business combination by up to three one-month increments, from July 14, 2025 to as late as December 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. The following is a tabulation of the votes with respect to this proposal: |
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| 2,184,186 | | |
| 5,548 | | |
| 0 | | |
| 0 | |
The
amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar
of Companies to effectuate the Extension are attached hereto as Exhibit 3.1.
The
Company is continuing to attempt to satisfy the remaining conditions to closing its proposed business combination with Shenzhen Qianzhi
BioTechnology Co. Ltd.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
Description |
| 3.1 |
|
Amendments to Amended and Restated Memorandum and Articles of Association |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary
Note Regarding Forward Looking Statements
Neither
the Company nor any of its affiliates makes any representation or warranty as to the accuracy or completeness of the information contained
in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive and is not intended to form the
basis of any investment decision or any other decision in respect of the Company or its proposed business combination.
This
Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. 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.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of the Securities Act.
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 |
