M&A - Bowen Acquisition Corp

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000339

Filing Summary: Bowen Acquisition Corp has entered into an amendment to its previously disclosed Agreement and Plan of Reorganization with Bowen Merger Sub and Shenzhen Qianzhi BioTechnology Co. Ltd. The amendment extends the deadline to consummate the merger to July 14, 2025. The merger involves Merger Sub merging into NewCo, resulting in NewCo becoming a wholly owned subsidiary of Bowen Acquisition Corp. This filing is made pursuant to Rule 425 and includes caution regarding forward-looking statements related to the expected impacts of the business combination with NewCo and Qianzhi.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000337

Filing Summary: On March 21, 2025, Bowen Acquisition Corp entered into an amendment to the previously disclosed Agreement and Plan of Reorganization, which involves a merger between Bowen Merger Sub and Qianzhi Group Holding (Cayman) Limited, with Qianzhi being the surviving entity. The amendment extends the deadline for closing the merger to July 14, 2025. This merger would result in Qianzhi becoming a wholly owned subsidiary of Bowen Acquisition Corp, aligning with the company’s strategic goals and operations.

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Form Type: PRE 14A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000149315225010806

Filing Summary: Bowen Acquisition Corp is conducting an Extraordinary General Meeting scheduled for April 14, 2025, to vote on the Extension Proposal and Adjournment Proposal. The purpose of the Extension Proposal is to allow the board to extend the deadline for completing a merger or similar business combination from April 14, 2025, to July 14, 2025, in order to finalize an existing agreement with Shenzhen Qianzhi BioTechnology Co. Ltd. Shareholders approved the business combination with Qianzhi in January 2025, but the company seeks more time to finalize the transaction. If the Extension is not approved, the company risks ceasing operations and liquidating. To redeem shares, Public Shareholders must elect redemption prior to April 10, 2025.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000149315225002159

Filing Summary: On January 13, 2025, Bowen Acquisition Corp held an extraordinary general meeting to vote on several proposals related to its proposed business combination with Qianzhi Group Holding (Cayman) Limited and Shenzhen Qianzhi BioTech Company Limited. Due to time constraints, the meeting was adjourned to January 14, 2025. At the meeting, 8,284,489 ordinary shares were represented, confirming a quorum. The shareholders voted on eight proposals, all of which were approved. Among the resolutions were the adoption of the Business Combination Proposal, the change of the company's name to 'Emerald, Inc.', amendments to the capitalization structure, and several governance changes effective upon the consummation of the Business Combination. The company has obtained an extension to complete the business combination, allowing for the process to continue up to April 14, 2025.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000149315225001976

Filing Summary: On January 13, 2025, Bowen Acquisition Corp entered into a Prepaid Forward Purchase Agreement (FPA) with Qianzhi Group Holding (Cayman) Limited and Harraden Circle Investments, LLC concerning the proposed Business Combination with Shenzhen Qianzhi BioTech Company Limited. The FPA allows the Purchaser to buy up to 550,000 ordinary shares from shareholders wishing to redeem them prior to the merger, without impacting the likelihood of Business Combination approval. The Redemption Price for shares is approximately $10.991 each. Shareholders submitted 6,771,031 shares for redemption, demonstrating significant interest in the transaction. The Company also postponed its extraordinary general meeting set for January 13, 2025, to January 14, 2025, to approve the Business Combination.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000149315225001973

Filing Summary: On January 13, 2025, Bowen Acquisition Corp entered into a Prepaid Forward Purchase Agreement (FPA) with Qianzhi Group Holding (Cayman) Limited and Harraden Circle Investments, LLC. This agreement involves the purchase of up to 550,000 ordinary shares from shareholders who elect to redeem their shares in connection with a proposed business combination involving NewCo and Shenzhen Qianzhi BioTech Company Limited. The FPA aims to maximize funds retained by Bowen Acquisition post-combination, ensuring a purchase price aligned with the current redemption price of approximately $10.991 per share. The agreement stipulates that any purchased shares will not be counted for the voting process regarding the Business Combination. An extraordinary general meeting was adjourned to January 14, 2025, to further discuss the Business Combination. Additionally, the statement includes cautionary notes regarding forward-looking statements and urges shareholders to read relevant documents regarding the proposed combination.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315225001736

Filing Summary: Bowen Acquisition Corp convened an extraordinary general meeting on January 7, 2025, to discuss an amendment to their articles of incorporation. The amendment would allow the company's board of directors to extend the deadline for consummating a business combination by up to three additional one-month increments, pushing the deadline from January 14, 2025 to as late as April 14, 2025. This extension will take effect unless a business combination is completed prior to these new deadlines. The meeting was adjourned to January 10, 2025, to gather more shareholder votes. At the adjourned meeting, a total of 7,951,934 ordinary shares, representing a quorum, were voted. The Extension Proposal was approved with 6,659,110 votes in favor, and 1,437,824 against, with no abstentions or broker non-votes. The necessary amendments to be filed with the Cayman Islands Registrar of Companies were noted as Exhibit 3.1.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000149315225001718

Filing Summary: On January 7, 2025, Bowen Acquisition Corp held an extraordinary general meeting where shareholders voted on the Extension Proposal. The proposal, which aimed to amend the Articles to extend the deadline for consummating a business combination from January 14, 2025, to as late as April 14, 2025, was approved by the shareholders. A total of 7,951,934 ordinary shares were represented at the meeting, with 6,659,110 votes in favor, 1,437,824 against, and no abstentions or broker non-votes recorded. The required amendments to the Articles will be filed with the Cayman Islands Registrar of Companies to effectuate this extension.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000149315225001241

Filing Summary: Bowen Acquisition Corp convened an extraordinary general meeting on January 7, 2025, to vote on a proposal to amend the company's articles of association. The amendment would permit the board of directors to extend the deadline for consummating a business combination—such as a merger or asset acquisition—by three one-month increments, delaying the deadline from January 14, 2025, to as late as April 14, 2025. The meeting was adjourned to January 10, 2025, to allow more time for vote solicitation on this proposal.

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Form Type: CORRESP

Filing Date: 2024-11-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224043505

Filing Summary: Bowen Acquisition Corp filed an amendment (Amendment No. 2) to its Registration Statement on Form S-4, originally filed on October 21, 2024, addressing comments from the SEC dated October 29, 2024. The document discusses adjustments to net tangible book value related to estimated business combination transaction expenses totaling $3,145,944, reflecting the repayment of a $690,000 loan from Qianzhi and the IPO Underwriter. Additionally, the filing addresses adjustments to the presentation of 6.9 million redeemable shares and clarifies the inclusion and calculation of 1.4 million earn-out shares in the combined company's pro forma shares. The earn-out shares are linked to net income milestones to be achieved by New Bowen and its subsidiaries between March 31, 2025, and 2026. The amendment provides revised disclosures in response to the SEC's comments and clarifies the financial implications of the proposed business combination.

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Form Type: CORRESP

Filing Date: 2024-10-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315224041815

Filing Summary: Bowen Acquisition Corp submitted an amendment to their Registration Statement on Form S-4 in response to comments from the SEC. The company detailed the compensation structures for SPAC sponsors and other involved parties, clarifying that no amounts are currently owed under unsecured promissory notes or for out-of-pocket expenses unless the Business Combination is completed within the specified timeline. They adjusted disclosures regarding potential dilution for non-redeeming shareholders by including updated net tangible book value calculations. An investor presentation related to a PIPE transaction was acknowledged, confirming that the presentation prepared by Qianzhi Group is intended for additional financing efforts but has yet to be utilized. The adjusted statements and clarifications aim to address SEC inquiries noted in their correspondence dated October 9, 2024.

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Form Type: CORRESP

Filing Date: 2024-09-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315224035626

Filing Summary: Bowen Acquisition Corp has submitted Amendment No. 1 to its Draft Registration Statement on Form S-4 in response to comments from the SEC dated August 16, 2024. The document details revisions made to the disclosure regarding the fairness evaluation of the merger consideration for Qianzhi equityholders, including updates to sponsorship compensation disclosures and the incorporation of shareholder proposals. It also addresses organizational chart clarifications, board justifications for the business combination, and details about requisite permissions from PRC authorities. The company has revised tax disclosures concerning the transaction's federal income tax consequences, aiming to ensure clarity regarding tax-free treatment qualifications. These changes reflect Bowen's compliance with SEC regulations and seek to enhance the understanding of shareholders regarding the proposed merger and its implications.

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Form Type: DRSLTR

Filing Date: 2024-07-19

Corporate Action: Merger

Type: Update

Accession Number: 000149315224028529

Filing Summary: Bowen Acquisition Corp is responding to comments from the SEC regarding their Draft Registration Statement on Form S-4, submitted on May 10, 2024. Key points include clarifications on auditor inspections, the risks associated with doing business in China, cash flows and distributions among holding companies and subsidiaries, and the organizational structure following the reorganization completed on November 23, 2023. The company is addressing concerns about potential insider purchases of Public Shares and the implications of redemptions on share valuations. Additional revisions include transparency about required regulatory approvals from Chinese authorities and financial projections going forward, including risks related to product life cycles and insurance coverage. Bowen expects to complete its business combination with Qianzhi and thereby finalize its organizational structure. The document contains extensive revisions in response to SEC staff comments and maintains compliance with regulations.

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