[8-K] Bowen Acquisition Corp Unit Reports Material Event

Rhea-AI Filing Summary

Bowen Acquisition (NASDAQ:BOWNU) filed an 8-K announcing Amendment No. 2 to its Agreement and Plan of Reorganization with Qianzhi Group Holding. The June 26 2025 amendment extends the outside closing date to December 14 2025; all other economic terms remain unchanged. The extra time is intended to secure approvals and finalize documentation for the de-SPAC combination that will leave NewCo as a wholly-owned subsidiary.

The disclosure appears under Item 1.01 (Material Definitive Agreement); no financial statements were provided. Exhibit 2.1 carries the full amendment text. Management includes customary forward-looking statement disclaimers and reiterates that the report is not an offer or solicitation.

Positive

• None.

Negative

• Outside date for the Qianzhi business combination extended to December 14 2025, adding roughly nine months of delay and elevating execution and redemption risk.

Insights

M&A Specialist

Deadline extension gives parties breathing room but signals timeline slippage; valuation terms unchanged, implying neutral economic impact but higher execution risk.

The second amendment moves the outside date almost nine months forward, indicating that critical milestones—regulatory, shareholder vote, or documentation—have taken longer than anticipated. Importantly, no consideration, earn-out, or fiduciary-out clauses were revised, so dilution and valuation appear stable for existing investors. While the deal is still on track, a longer window inherently elevates redemption risk and raises the cost of trust-fund maintenance. I view the amendment as procedurally material yet financially neutral until further delays or term changes surface.

Risk Analyst

Nine-month merger delay heightens SPAC redemption risk and regulatory uncertainty; probability of non-closure modestly increases.

Extending the deadline to 14 Dec 2025 pushes the combination perilously close to most SPAC liquidation horizons. Each extra month raises the chance that macro, regulatory, or PRC cross-border approval issues derail the transaction. Investors now face a longer period of opportunity cost and a higher likelihood of mass redemptions, which could shrink the cash available for the post-merger entity. Although no adverse information on Qianzhi emerged, timing risk alone tilts the disclosure slightly negative for near-term sentiment.

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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): June 26, 2025

BOWEN ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-41741		N/A 00-0000000
(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 1.01. Entry into a Material Definitive Agreement.

On June 26, 2025, Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), entered into a second amendment (the “Amendment”) to the previously disclosed Agreement and Plan of Reorganization, dated as of January 18, 2024 and amended on March 21, 2025 (“Merger Agreement”), by and among the Company, Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), 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) (“Qianzhi”), and Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“NewCo”). As previously disclosed, the Merger Agreement contemplates that Merger Sub will merge with and into NewCo, with NewCo being the surviving company of the merger and becoming a wholly owned subsidiary of the Company.

The Amendment extends the outside date by which the parties must consummate the Merger Agreement to December 14, 2025.

The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
2.1		Amendment No. 2 to Agreement and Plan of Reorganization
104		Cover Page Interactive Data File - the cover page XBRL tags are 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 the proposed business combination with NewCo and Qianzhi.

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. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination with NewCo and Qianzhi.

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: June 27, 2025
	By:	/s/ Jiangang Luo
		Jiangang Luo
		Chief Executive Officer

FAQ

What material event did BOWNU report in its latest 8-K?

Bowen executed Amendment No. 2, extending the closing deadline for its Qianzhi merger to December 14 2025.

Does the amendment change the valuation or consideration for the Qianzhi merger?

No. The filing states only the outside date changed; all other terms of the Merger Agreement remain in force.

How long is the new extension for Bowen Acquisition's business combination?

The deadline moved from March 2025 to December 14 2025, adding nearly nine months.

Where can investors view the full text of Amendment No. 2?

The complete document is filed as Exhibit 2.1 to the 8-K and is accessible on the SEC website.

Could the extended deadline affect BOWNU shareholder redemption timing?

Yes. A longer timeline may lead to higher redemption levels, reducing trust cash available for the combined company.