Bowen SPAC Seeks Extension to Avoid Liquidation, Close Qianzhi Deal

TL;DR

**Bowen needs this extension, or it's game over for the Qianzhi deal and your shares are getting redeemed at $11.35.**

AI Summary

Bowen Acquisition Corp (BOWN) is seeking shareholder approval for an Extension Proposal to amend its Articles of Association, allowing its board to extend the deadline for consummating a business combination by up to six one-month increments, from December 14, 2025, to as late as June 14, 2026. This extension is crucial as the company has a definitive agreement for an initial business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. (Qianzhi), which shareholders approved in January 2025, but has not yet closed. Without the extension, BOWN would be forced to liquidate and dissolve by December 14, 2025. Public shareholders have the option to redeem their shares for approximately $11.35 per share, based on the Trust Account balance of $8.26 million as of November 20, 2025. The deadline for redemption is December 10, 2025. The company's board unanimously recommends voting 'FOR' both the Extension Proposal and an Adjournment Proposal, if needed.

Why It Matters

This DEF 14A filing is critical for Bowen Acquisition Corp investors as it directly impacts the SPAC's ability to complete its previously approved business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. If the Extension Proposal fails, BOWN will liquidate by December 14, 2025, extinguishing shareholder value beyond the redemption price. For employees and customers of Qianzhi, the successful completion of this SPAC merger could provide necessary capital and market access. In the broader SPAC market, this highlights the ongoing challenges and extended timelines many SPACs face in closing deals, potentially influencing investor sentiment towards similar vehicles.

Risk Assessment

Risk Level: high — The risk level is high because if the Extension Proposal is not approved by December 12, 2025, Bowen Acquisition Corp will be forced to liquidate by December 14, 2025. This would mean the failure of the business combination with Shenzhen Qianzhi BioTechnology Co. Ltd. and a mandatory redemption of public shares at approximately $11.35, potentially below market value or investor expectations.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $11.35 per share against the potential upside and risks of the Shenzhen Qianzhi BioTechnology Co. Ltd. merger. If you believe the merger will not close or prefer a guaranteed return, tender your shares for redemption by December 10, 2025. Otherwise, vote 'FOR' the Extension Proposal to keep the deal alive.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$8.26 million

revenue Growth

N/A

Key Numbers

• $8.26 million — Trust Account balance (As of November 20, 2025, used to calculate redemption price)
• $11.35 — Anticipated per-share redemption price (Estimated cash per Public Share if redeemed)
• December 14, 2025 — Current Termination Date (Original deadline for business combination without extension)
• June 14, 2026 — Extended Date (Latest possible deadline with approved extension)
• December 12, 2025 — Extraordinary General Meeting Date (Date shareholders vote on the Extension Proposal)
• December 10, 2025 — Redemption Deadline (Last day for public shareholders to elect to redeem shares)
• January 2025 — Shareholder Approval Date (When shareholders approved the Qianzhi business combination)

Key Players & Entities

• Bowen Acquisition Corp (company) — Registrant seeking extension
• Shenzhen Qianzhi BioTechnology Co. Ltd. (company) — Target for business combination
• Na Gai (person) — Chairwoman of Bowen Acquisition Corp
• Continental Stock Transfer & Trust Company (company) — Transfer agent for share redemption
• Laurel Hill Advisory Group (company) — Proxy solicitor for the Extraordinary General Meeting
• Createcharm Holdings Ltd (company) — Sponsor of Bowen Acquisition Corp
• Bowen Holding LP (company) — Sponsor of Bowen Acquisition Corp

FAQ

Risk Factors

• Failure to Complete Business Combination [high — operational]: Bowen Acquisition Corp faces the risk of liquidation if it fails to complete its business combination by the current termination date of December 14, 2025. The company has a definitive agreement with Shenzhen Qianzhi BioTechnology Co. Ltd., but the transaction has not yet closed. Without an extension, the company would cease operations and dissolve.
• Shareholder Redemptions [medium — financial]: Public shareholders have the option to redeem their shares for approximately $11.35 per share, based on the Trust Account balance of $8.26 million as of November 20, 2025. A high rate of redemptions could deplete the Trust Account, potentially impacting the feasibility of the business combination or the company's ability to fund operations post-combination.
• Compliance with Cayman Islands Law [low — regulatory]: The company, being a Cayman Islands exempted company, must adhere to local laws regarding liquidation and creditor claims. Failure to comply with these obligations during dissolution could lead to legal complications.

Industry Context

Bowen Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) industry. This sector has seen significant activity but also faces increasing scrutiny regarding deal timelines and the success of post-combination entities. The current environment requires SPACs to demonstrate clear paths to value creation and efficient execution of business combinations to retain shareholder confidence.

Regulatory Implications

The company must comply with SEC regulations governing proxy solicitations and shareholder meetings. Furthermore, as a Cayman Islands exempted company, it is subject to local corporate laws, particularly concerning dissolution and the distribution of assets from its Trust Account.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Decide whether to vote FOR or AGAINST the Extension Proposal.
3. Consider exercising redemption rights by December 10, 2025, if you wish to receive cash for your shares.
4. Monitor the status of the business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.

Key Dates

• 2025-12-12: Extraordinary General Meeting — Shareholders will vote on the Extension Proposal and Adjournment Proposal.
• 2025-12-10: Redemption Deadline — Last day for public shareholders to elect to redeem their shares.
• 2025-12-14: Current Termination Date — Original deadline for consummating a business combination. If no extension is approved, the company will liquidate.
• 2026-06-14: Extended Date — Latest possible deadline for consummating a business combination if the Extension Proposal is approved.
• 2025-01: Shareholder Approval of Qianzhi Business Combination — Shareholders previously approved the business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.
• 2025-11-20: Trust Account Balance Reporting Date — Date as of which the Trust Account balance of $8.26 million was reported, used to calculate the per-share redemption price.

Glossary

Extension Proposal

A proposal seeking shareholder approval to amend the company's articles of association to extend the deadline for completing a business combination. (This is the primary purpose of the extraordinary general meeting, crucial for the company's continued existence beyond its current termination date.)

Business Combination

A merger, share exchange, asset acquisition, share purchase, reorganization, or similar transaction with one or more businesses. (Bowen Acquisition Corp is seeking to complete such a transaction, currently with Shenzhen Qianzhi BioTechnology Co. Ltd.)

Trust Account

An account holding the net proceeds of the company's initial public offering, intended to fund a business combination or be returned to shareholders upon liquidation. (The balance in the Trust Account ($8.26 million as of Nov 20, 2025) determines the per-share redemption price.)

Redemption

The right of public shareholders to tender their shares back to the company for cash, typically in exchange for their pro-rata share of the Trust Account. (Public shareholders can redeem their shares if they do not wish to proceed with the business combination or if the company liquidates.)

Termination Date

The deadline by which a special purpose acquisition company (SPAC) must complete a business combination. If not met, the SPAC typically liquidates. (Bowen Acquisition Corp's current termination date is December 14, 2025, necessitating the Extension Proposal.)

Special Resolution

A type of shareholder resolution requiring a higher voting threshold (e.g., two-thirds) for approval compared to an ordinary resolution. (The Extension Proposal requires a special resolution, meaning at least two-thirds of the votes cast must be in favor.)

Ordinary Resolution

A standard shareholder resolution requiring a simple majority of votes cast for approval. (The Adjournment Proposal requires an ordinary resolution.)

Year-Over-Year Comparison

This filing is a proxy statement for an extraordinary general meeting focused on extending the company's termination date. Unlike a typical annual report, it does not provide a comprehensive overview of historical financial performance or year-over-year comparisons of revenue, net income, or margins. The key financial data presented relates to the Trust Account balance ($8.26 million as of November 20, 2025) and the estimated per-share redemption price ($11.35), which are critical for understanding the immediate implications of the proposed extension and shareholder redemption rights.

Key Financial Figures

• $0.0001 — pany’s ordinary shares, par value $0.0001 per share (“Ordinary Shares&rdquo
• $8.26 m — roxy statement, which was approximately $8.26 million, we anticipate that the per-share
• $11.35 — the Trust Account will be approximately $11.35 at the time of the Extraordinary Genera
• $100,000 — ased to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses
• $8.26 million — y a small fraction of the approximately $8.26 million that was in the Trust Account as of Nov
• $10,000 — eed to pay the Proxy Solicitor a fee of $10,000. We will also reimburse the Proxy Solic

Filing Documents

• formdef14a.htm (DEF 14A) — 409KB
• 0001493152-25-024732.txt ( ) — 410KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 Bowen Acquisition Corp (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 Bowen Acquisition Corp A Cayman Islands Exempted Company 420 Lexington Ave, Suite 2446 New York, NY 10170 NOTICE OF EXTRAORDINARY GENERAL MEETING To Be Held at 10:00 a.m. Eastern Time on December 12, 2025 Dear Shareholders: NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Bowen Acquisition Corp (“Bowen,” “BOWN,” the “Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time, on December 12, 2025, virtually, at https://www.cstproxy.com/bowenspac/ext2025 , or at such other time, on such other date and at such other place at which the meeting may be adjourned or postponed. The accompanying proxy on or about that date. The sole purpose of the Extraordinary General Meeting is to: consider and vote on a proposal (the “Extension Proposal”) to approve, by special resolution in the form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment”) 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 a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), by up to six one-month increments, from December 14, 2025 (the “Current Termination Date”) to as late as June 14, 2026 (the “Extended Date”), 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; and consider and vote on a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to consummate the Extension, which we refer to as the “Adjournment Proposal”. The Extension Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote. The purpose of the Extension Proposal is to allow us more time, if necessary, to complete our business combination. The Current Termination Date is December 14, 2025. As previously disclosed and as discussed in more detail in the accompanying proxy statement, the Company entered into a definitive agreement for its initial business combination with Shenzhen Qianzhi BioTechnology Co. Ltd., a company incorporated in the People’s Republic of China (“Qianzhi”). The Company’s shareholders approved the proposed business combination with Qianzhi in January 2025 and since such time, the Company has been seeking to consummate such transaction. However, it is possible that we will not be able to complete such business combination by such date. Without the Extension, if we are unable to complete a business combination on or before December 14, 2025, we would be precluded from completing an initial business combination and, among other things, would be required to cease all operations and ultimately liquidate and dissolve the Company. Accordingly, our Board believes that it is advisable and in our best interest of the Company and our shareholders to obtain the Extension in case it becomes necessary to consummate our initial business combination. Notwithstanding the foregoing, we may decide to abandon the Extension Proposal at any time and for any reason prior to effectuating the Extension, including if we are able to consummate the business combination with Qianzhi prior to or on December 14, 2025. In connection with the Extension Proposal, holders of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) who purchased th

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