Bowen Acquisition (BOWN) notifies SEC of late Q1 2026 10-Q filing

Rhea-AI Filing Summary

Bowen Acquisition Corp. filed a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says additional time is needed to compile and process required information because it lacks full-time accounting and administrative staff and is pursuing an initial business combination. The notification was signed by Jiangang Luo, CEO, on May 15, 2026.

Insights

Compliance Counsel

12b-25 notice documents a routine late filing request tied to staffing and transaction activity.

The notice cites Rule 12b-25 reasons: the company lacks full-time accounting and administrative staff and is preparing for an initial business combination. That combination activity can lengthen preparation timelines for financial disclosures.

Material consequences depend on subsequent filings; the company states it needs additional time to complete the Form 10-Q. Subsequent periodic filings will reveal whether any additional remedial disclosures or exemptions are required.

Corporate Finance Advisor

The filing explains operational constraints, not financial metrics; cash-flow impacts are not disclosed.

The notice does not quantify financial effects or changes in results of operations. It specifically attributes the delay to staffing and to work on an initial business combination, which can consume management and accounting resources.

Follow-up filings (the eventual Form 10-Q and any merger disclosures) will be needed to assess effects on liquidity, results, or closing conditions.

Key Figures

Form period end: March 31, 2026 CUSIP: G12729 110 Form filing notice date: May 15, 2026 +2 more

5 metrics

Form period end March 31, 2026 Quarter ended

CUSIP G12729 110 Registrant identifier on the notice

Form filing notice date May 15, 2026 Signature date of Form 12b-25

Estimated burden hours 2.50 hours Header estimated average burden per form

Registrant address zip 10170 Registrant principal executive office postal code

Key Terms

Rule 12b-25, Form 10-Q, initial business combination

3 terms

Rule 12b-25 regulatory

"State below in reasonable detail the reasons why the Forms...could not be filed"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"Bowen Acquisition Corp. is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

initial business combination financial

"The Company has also been in the process of seeking to consummate its initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549		OMB APPROVAL
		OMB Number:	3235-0058
FORM 12b-25		Expires:	September 30, 2028
		Estimated average burden
		Hours per form	2.50

NOTIFICATION OF LATE FILING		SEC FILE NUMBER
		001-41741

CUSIP NUMBER

G12729 110

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: __________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

PART I – REGISTRANT INFORMATION

Bowen Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

420 Lexington Avenue, Suite 2446

Address of Principal Executive Office (Street and Number)

New York, New York 10170

City, State and Zip Code

PART II – RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

Bowen Acquisition Corp. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense to the Company. The Company requires additional time to compile and process the information necessary for the completion of the Form 10-Q as the Company does not have full-time accounting and administrative staff. The Company has also been in the process of seeking to consummate its initial business combination.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Jiangang Luo		(203)		998-5540
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Bowen Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ Jiangang Luo
		Jiangang Luo, Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

3

FAQ

Why did Bowen Acquisition Corp. (BOWN) file a Form 12b-25?

Bowen filed the Form 12b-25 to notify the SEC it cannot timely file its Form 10-Q. The company cites lack of full-time accounting and administrative staff and work related to an initial business combination as the reasons for the delay.

What reporting period is affected by Bowen's late filing?

The delayed filing covers the quarter ended March 31, 2026. The Form 12b-25 specifically references the Quarterly Report on Form 10-Q for that period and requests additional time to complete required disclosures.

Who signed the Form 12b-25 for Bowen Acquisition Corp.?

The notice was signed by Jiangang Luo, Chief Executive Officer, on May 15, 2026. The form indicates the signature was made by an authorized executive officer on the company’s behalf.

Will Bowen still file the delayed Form 10-Q and by when?

The Form 12b-25 states the company requires additional time to compile information but does not state a specific filing date. The notice does not commit to an exact submission date in the provided excerpt.

Does the Form 12b-25 say the delay is related to a transaction?

Yes. The company states it has been in the process of seeking to consummate its initial business combination, and that activity is a factor in requiring additional time to complete the Form 10-Q.