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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 |
