UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number: 001-41741

Bowen Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

420 Lexington Ave, Suite 2446, New York, NY		10170
(Address of principal executive offices)		(Zip code)

(203) 998-5540

(Issuer’s telephone number including area code)

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: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~July 148, ~~2024~~2025, the registrant had 93,~~166~~010,~~500~~ 973 ordinary shares, $0.0001 par value, outstanding.

INDEX

Part I - Financial Information	3
Item 1 – Financial Statements	3
Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 (Audited)	3
Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	5
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	76
Notes to Consolidated Unaudited Financial Statements	87
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	2421
Item 4 – Controls and Procedures	2421
Part II - Other Information	22
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2522
Item 5 – Other Information	2623
Item 6 – Exhibits	2623
Signatures	2724

Part I - Financial Information

Item 1 – Financial Statements

BOWEN ACQUISITION CORP

CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	(Unaudited)
ASSETS
Cash	$	271,847		$	426,913
Current Assets:
Prepaid expenses		25,152			79,481
Cash and cash equivalents	$	29,806		$	103,774
Total Current Assets		296,999			506,394
Other receivable (Note 5)		207,044			138,046
Investment held in Trust Account		74,237,487			71,419,358
Prepaid expenses		11,245			12,239
Total Assets	$	74,534,486		$	71,925,752
Total Current Assets		248,095			254,059
Investment held in Trust Account		9,372,109			75,794,241
Total Assets	$	9,620,204		$	76,048,300
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accrued offering costs and expenses	$	~~143~~401,~~425~~970		$	78309,~~610~~004
Accrued expenses - related party		65136,~~695~~613			25101,~~250~~285
Accrued expenses		65136,~~695~~613			25101,~~250~~285
Payable to target		75,000			-
Promissory note - related party (net of unamortized debt discount of $17,453 and $122,174, respectively) (Note 4)		482,547			377,826
Total Current Liabilities		284,120			103,860
Promissory Note		190,000			190,000
Total Liabilities		284,120			103,860
Payable to target company		75,000			75,000
Commitments and contingencies		-			-
FPA liability (Note 5)		1,562,339			—
Ordinary shares subject to possible redemption, 6,900,000 shares at redemption value of $10.76 and $10.35 per share as of September 30, 2024 and December 31, 2023, respectively		74,237,487			71,419,358
Total Current Liabilities		2,848,469			1,053,115
Shareholders’ Equity:
Total Liabilities		2,848,469			1,053,115
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		-			-
Commitments and contingencies (Note 5)		-			-
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,266,500 shares issued and outstanding (excluding 6,900,000 shares subject to redemption on September 30, 2024 and December 31, 2023, respectively)		227			227
Ordinary shares subject to possible redemption, 847,905 and 6,900,000 shares at redemption value of $11.05 and $10.98 per share as of March 31, 2025 and December 31, 2024, respectively		9,372,109			75,794,241
Additional paid-in capital		-			-
Shareholders’ Deficit:
Retained earnings		12,652			402,307
Preferred shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		—			—
Total Shareholders’ Equity		12,879			402,534
Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,266,500 shares issued and outstanding (excluding 847,905 and 6,900,000 shares subject to redemption on March 31, 2025 and December 31, 2024, respectively)		227			227
Total Liabilities and Shareholders’ Equity	$	74,534,486		$	71,925,752
Additional paid-in capital		238,679			—
Accumulated deficit		(2,839,280	)		(799,283	)
Total Shareholders’ Deficit		(2,600,374	)		(799,056	)
Total Liabilities and Shareholders’ Deficit	$	9,620,204		$	76,048,300

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	2024			2023
	2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30, 2024			For the Period from February 17, 2023 (Inception) Through September 30, 2023
	Three Months Ended March 31,
	2024			2023
	2025			2024
Formation and operating costs	$	~~127~~134,~~429~~736		$	~~187~~137,~~428~~130		$	~~389,655~~		$	~~190,533~~
Loss from operations		(~~127~~134,~~429~~736	)		(~~187~~137,~~428~~130	)		~~(389,655~~	)		~~(190,533~~	)
Other Income:
Other income (expense):
Interest earned on investments held in trust account		~~952~~97,~~787~~321			~~760~~923,~~871~~492			~~2,818,129~~			~~760,871~~
Total other income		952,787			760,871			2,818,129			760,871
Bank interest income		478			-
Net income	$	825,358		$	573,444		$	2,428,474		$	570,338
Interest expenses		(104,721	)		-
Weighted average common stock outstanding, common stock subject to possible redemption		6,900,000			5,885,870			6,900,000			2,506,944
Loss on issuance of FPA liability		(1,929,656	)		-
Basic and diluted net income per share, common stock subject to redemption	$	0.12		$	0.46		$	0.37		$	1.60
Change in fair value of FPA liability		367,317			-
Weighted average common stock outstanding, common stock, non-redeemable		2,266,500			2,214,049			2,266,500			2,023,299
Financing expense		(336,000	)
Basic and diluted net loss per share, common stock, non-redeemable	$	(0.01	)	$	(0.95	)	$	(0.04	)	$	(1.70	)
Total other income (expense), net		(1,905,261	)		923,492
Net (loss) income	$	(2,039,997	)	$	786,362
Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares		1,722,097			6,900,000
Basic and diluted net income (loss) per share, redeemable ordinary shares	$	(0.48	)	$	0.12
Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares		2,266,500			2,266,500
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.54	)	$	(0.01	)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

	Shares		Amount		Capital			~~Earnings~~Deficit)			~~Equity~~(Deficit)
	Ordinary Shares				Additional Paid-in			~~Retained~~Accumulated			Total Shareholders’
	Shares		Amount		Capital			~~Earnings~~Deficits			~~Equity~~Deficit
Balance as of January 1, 2024		2,266,500	$	227	$	-		$	402,307		$	402,534
Balance as of January 1, 2025		2,266,500	$	227	$	-		$	(799,283	)	$	(799,056	)
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-		-		-			(923,492	)		(923,492	)
Financing expense allocated to APIC		-		-		336,000			-			336,000
Net income		-		-		-		$	786,362			786,362
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-		-		(97,321	)		-			(97,321	)
Balance as of March 31, 2024		2,266,500	$	227	$	-		$	265,177		$	265,404
Net loss		-		-		-			(2,039,997	)		(2,039,997	)
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-		-		-			(941,850	)		(941,850	)
Balance as of March 31, 2025		2,266,500	$	227	$	238,679		$	(2,839,280	)	$	(2,600,374	)
Net income		-		-		-		$	816,754			816,754
Balance as of June 30, 2024		2,266,500	$	227	$	-		$	140,081		$	140,308
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-		-		-			(952,787	)		(952,787	)
Net income		-		-		-		$	825,358			825,358
Balance as of September 30, 2024		2,266,500	$	227	$	-		$	12,652		$	12,879

5FOR THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND THE PERIOD FROM FEBURARY 17, 2023 (INCEPTION) THROUGH SEPTEMBER 30, 2023

	Ordinary Shares				Additional Paid-in		Retained			Total Shareholders’
	Shares		Amount		Capital		Earnings			Equity
Balance as of January 1, 2024		2,266,500	$	227	$	-	$	402,307		$	402,534
Balance		2,266,500	$	227	$	-	$	402,307		$	402,534

Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-		-		-		(923,492	)		(923,492	)
Net income		-		-		-	$	786,362			786,362
Net income (loss)		-		-		-	$	786,362			786,362

Balance as of March 31, 2024		2,266,500	$	227	$	-	$	265,177		$	265,404
Balance		2,266,500	$	227	$	-	$	265,177		$	265,404

	Ordinary Shares						Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders’
	Shares			Amount			Capital			Deficit)			Equity
Balance on February 17, 2023 (inception)		-		$	-		$	-		$	-		$	-
Issuance of ordinary shares to Sponsor		1,725,000			173			24,827			-			25,000
Issuance of ordinary shares to Underwriter		180,000			18			1,015,982			-			1,016,000
Net loss		-			-			-			(3,105	)		(3,105	)
Net income (loss)		-			-			-			(3,105	)		(3,105	)
Balance as of March 31, 2023		1,905,000			191			1,040,809			(3,105	)		1,037,895
Balance as of June 30, 2023		1,905,000		$	191		$	1,040,809		$	(3,105	)	$	1,037,895
Balance		1,905,000		$	191		$	1,040,809		$	(3,105	)	$	1,037,895
Proceeds from sale of public units		6,000,000			600			59,999,400			-			60,000,000
Proceeds from over-allotment		900,000			90			8,999,910			-			9,000,000
Sale of Private Units		330,000			33			3,299,967			-			3,300,000
Over-allotment of Private Units		31,500			3			314,997			-			315,000
Underwriter’s commission on sale of Public Units		-			-			(1,500,000	)		-			(1,500,000	)
Underwriter’s commission on Over-allotment		-			-			(225,000	)		-			(225,000	)
Other offering costs		-			-			(1,518,898	)		-			(1,518,898	)
Initial measurement of Ordinary shares Subject to redemption under ASC 480-10-S99 against additional paid-in capital		(6,900,000	)		(690	)		(65,235,677	)		-			(65,236,367	)
Allocation of offering costs to ordinary shares subject to redemption		-			-			3,066,958			-			3,066,958
Deduction for increase of carrying value of redeemable shares		-			-			(7,520,591	)		-			(7,520,591	)
Subsequent measurement of Common stock subject to possible redemption (interest earned on trust account)		-			-			(721,875	)		(38,996	)		(760,871	)
Net income		-			-			-			573,444			573,444
Net income (loss)		-			-			-			573,444			573,444
Balance as of September 30, 2023		2,266,500		$	227		$	-		$	531,343		$	531,570
Balance		2,266,500		$	227		$	-		$	531,343		$	531,570

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BOWEN ACQUISITION CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended September 30, 2024			For the Period from February 17, 2023 (Inception) Through September 30, 2023
	2025			2024
	For Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	2,428,474		$	570,338
Net income (loss)	$	(2,039,997	)	$	786,362
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on investment held in Trust Account		(297,~~818,129~~321	)		(~~760~~923,~~871~~492	)
Amortized interest expense from debt discount		104,721			-
Loss on issuance of FPA liability		1,929,656			-
Change in fair value of FPA liability		(367,317	)		-
Financing expense		336,000			-
Changes in current assets and liabilities:
Accrued offering costs and expenses		~~160~~21,~~094~~190			9344,~~383~~255
Accrued expenses - related party		4031,~~445~~995			-(15,250	)
Prepaid Expenses		34,050			(120,720	)
Accrued expenses		31,995			(15,250	)
Net cash used in operating activities		(155,066	)		(217,870	)
Prepaid Expenses		7,105			17,171
Net cash used in operating activities		(73,968	)		(90,954	)
Cash flows from investing activities:
Investment held in Trust Account		-			(69,690,000	)
Cash withdrawn from trust account in connection with redemption		66,519,453			-
Net cash used in investing activities		-			(69,690,000	)
Net cash provided by investing activities		66,519,453			-
Cash flows from financing activities:
Proceeds from issuance of founder shares		-			2,520
Payment of public shareholders’ redemption		(66,519,453	)		-
Proceeds from sale of ordinary shares		-			69,000,000
Net cash used in financing activities		(66,519,453	)		-
Proceeds from Private Placement		-			3,615,000
Net change in cash		(73,968	)		(90,954	)
Payments of underwriter’s discount		-			(1,725,000	)
Cash at beginning of period		103,774			426,913
Proceeds from Private Placement		-			(151,318	)
Cash at the end of period	$	29,806		$	335,959
Payment of offering costs		-			(332,204	)
Net cash provided by financing activities		-			70,408,998
Net change in cash		(155,066	)		501,128
Cash at beginning of period		426,913			-
Cash at the end of period	$	271,847		$	501,128
Supplemental disclosure of noncash financing activities
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)	$	297,~~818,129~~321		$	~~760~~923,~~871~~492
Offering cost paid by target company	$	75,000		$	-
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares	$	-		$	25,000
Deferred offering costs adjusted from prepaid expenses	$	-		$	894
Deferred offering costs charged to APIC	$	-		$	1,518,898
Reclassification of ordinary shares subject to redemption	$	-		$	65,236,367
Allocation of offering costs to ordinary shares subject to redemption	$	-		$	3,066,958
Remeasurement adjustment on ordinary shares subject to possible redemption	$	-		$	7,520,591

The accompanying notes are an integral part of the unaudited consolidated financial statements.

BOWEN ACQUISITION CORP

UNAUDITED ~~Notes~~ Notes to the ~~CONSOLIDATED~~ consolidated financial statements

NOTE 1 -— ORGANIZATION AND BUSINESS OPERATIONS

Organizational and General

Bowen Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on February 17, 2023. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company’s issponsors ~~not~~are ~~limited~~Createcharm toHoldings Ltd., a ~~particular~~British ~~industry~~Virgin orIslands ~~sector~~company, ~~for~~and ~~purposes~~Bowen ofHolding ~~consummating~~LP, a ~~Business~~Delaware ~~Combination~~limited partnership (the “Sponsors”). ~~The~~As of March 31, 2025, the Company ishad annot ~~early~~commenced any operations. All activities for the period from ~~stage~~February ~~and~~17, ~~emerging~~2023 ~~growth~~(inception) ~~company~~through March 31, 2025 relate to the Company’s formation, the initial public offering (“IPO”) and initial business combination, aswhich ~~such~~is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company is ~~subject~~generating tonon-operating ~~all~~income in the form of interest income from the ~~risks~~proceeds ~~associated~~derived ~~with~~from ~~early~~the ~~stage~~IPO. ~~and~~The ~~emerging~~Company ~~growth companies~~has selected December 31 as its fiscal year end.

The Company’s sponsors are Createcharm Holdings Ltd., a British Virgin Islands company, and Bowen Holding LP, a Delaware limited partnership (the “Sponsors”). As of September 30, 2024, the Company had not commenced any operations. All activities for the period from February 17, 2023 (inception) through September 30, 2024 relate to the Company’s formation, the initial public offering (“IPO”) and initial business combination, which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company is generating non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on July 11, 2023. On July 14, 2023, the Company consummated the IPO of 6,000,000 of its units (“Public Units”). Each Public Unit consists of one ordinary share, $0.0001 par value (“Ordinary Shares”), of the Company and one right (“Rights”), each Right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of the Company’s initial business combination. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the consummation of the IPO, the Company consummated the private placement (“Private Placement”) of 330,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,300,000. The Private Placement Units were purchased by Createcharm Holdings Ltd, one of the Company’s sponsors, and EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in the IPO. The Private Placement Units are identical to the Units included in the Public Units sold in the IPO. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private Placement Units (except to certain transferees) until after the completion of the Company’s initial Business Combination.

As of July 18, 2023, transaction costs amounted to $3,318,898 consisting of $1,725,000 of cash underwriting fees and $1,593,898 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO.

The Company will have until 18 months from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period and shareholders have not otherwise amended the Amended and Restated Memorandum and Articles of Association to extend this period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay the Company’s taxes, if any (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Effective as of October 7, 2024, the Company notified the trustee of the Trust Account that it was extending the time to consummate an initial Business Combination from October 14, 2024 to January 14, 2025. Effective as of October 14, 2024, Shenzhen Qianzhi (as defined below) and EarlyBirdCapital, two designees of the Sponsors, loaned the Company an aggregate of $690,000, which funds were deposited into the Trust Account for such extension. The loans are evidenced by promissory notes (the “Notes”) issued by the Company to the designees. The Notes bear no interest and are repayable in full upon consummation of a Business Combination. In connection with the loans, one of the Sponsors transferred 30,000 of its Founder Shares to EarlyBirdCapital.

On November 20, 2023, a wholly-owned subsidiary of the Company, Bowen Merger Sub (“Merger Sub”) was formed for the purpose of entering into a business combination agreement. See “Proposed Business Combination” below.

Effective as of October 7, 2024, the Company notified the trustee of the Trust Account that it was extending the time to consummate an initial Business Combination from October 14, 2024 to January 14, 2025. Effective as of October 14, 2024, Shenzhen Qianzhi (as defined below) and EBC, two designees of the Sponsors, loaned the Company an aggregate of $690,000, which funds were deposited into the Trust Account for such extension. The loans are evidenced by promissory notes (the “Notes”) issued by the Company to the designees. The Notes bear no interest and are repayable in full upon consummation of a Business Combination. In connection with the loans, one of the Sponsors transferred 30,000 of its Founder Shares to EBC.

The Company had called an extraordinary general meeting (the “Extension Meeting”) for January 10, 2025 to approve, by special resolution 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 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 three one-month increments, from January 14, 2025 to as late as April 14, 2025, 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. In connection with the meeting, an aggregate of 6,052,095 Public Shares were redeemed at a price of approximately $10.99 per share. Following the redemptions, the Company has 847,905 Public Shares, and approximately $9,319,446 remaining in Trust Account.

On January 14, 2025, the Company held another extraordinary general meeting to approve the business combination with Qianzhi (as defined below). At the meeting, all proposals were approved by shareholders. An aggregate of 137,936 Public Shares requested redemption in connection with such vote which will be redeemed on the business combination consummation date.

On April 14, 2025, the Company held an extraordinary general meeting to approve a proposal to extend the time the Company had to consummate its initial Business Combination to up to July 14, 2025. In connection with the meeting, an aggregate of 103,432 Public Shares were redeemed at a price of approximately $11.07 per share. Following the redemptions, the Company has 744,473 Public Shares, and approximately $8,241,047 remaining in Trust Account.

Proposed Business Combination

On January 18, 2024, the Company entered into an Agreement and Plan of Reorganization (the “Agreement”) with (i) Bowen Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), (ii) 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) (“Shenzhen Qianzhi”or “Qianzhi”), and (iii) Qianzhi Group Holding (Cayman) Limited, a newly formed Cayman Islands company (“NewCo,” and collectively with the Company, Merger Sub and Shenzhen Qianzhi, the “Parties”, each a “Party”).

Pursuant to the Agreement, at the closing of the business combination, Merger Sub will merge with and into NewCo (the “Merger”), with NewCo being the surviving company of the Merger (“Surviving Company”) and becoming a wholly owned subsidiary of the Company. In the Merger, the holders (the “NewCo Shareholders”) of the ordinary shares of NewCo (“NewCo Ordinary Shares”) will receive ordinary shares of the Company (“Parent Ordinary Shares”).

Pursuant to the Agreement, at the effective time of the Merger (the “Effective Time”), all of NewCo Ordinary Shares issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an aggregate of (a) 7,246,377 Parent Ordinary Shares (the “Merger Shares”), and (b) the right to receive earnout consideration of up to an aggregate of 1,400,000 Parent Ordinary Shares (the “Earnout Shares”).

The Company’s Registration Statement on Form S-4 (“S-4”) was declared effective on December 18, 2024. As of the filing date, the business combination remained pending, awaiting required regulatory approvals.

On January 13, 2025, the Company entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC signatory thereto (collectively, the “Purchaser”). In accordance with the FPA and subject to the terms and conditions set forth therein, the Purchaser shall purchase from holders of Public Shares, par value $0.0001 per share, of the Company (“Company Ordinary Share”) that have elected to redeem their Company Ordinary Shares in connection with the contemplated business combination (“Business Combination”) between the Company, NewCo and Qianzhi, up to the lesser of (a) 550,000 Company Ordinary Shares and (b) such number of Company Ordinary Shares as shall, following the Business Combination between the Company, NewCo and Qianzhi, not to exceed 9.9% of the total number of Company Ordinary Shares to be outstanding (such shares to be purchased, the “Forward Purchase Shares”) from public shareholders for a price no greater than the redemption price (the “Redemption Price”) per share to be paid to redeeming public shareholders of the Company. Upon the Business Combination closing, 50,000 Purchased Shares shall be deemed to be “Commitment Shares” and the remaining Forward Purchased Shares shall be deemed to be “Prepaid Forward Purchase Shares”. No later than the earlier of (a) one business day after the Business Combination closing and (b) the date any assets from the Company’s trust account are disbursed in connection with the Business Combination, the Company and NewCo shall cause Purchaser to be paid directly, out of the funds held in the Company’s trust account, a cash amount (the “Prepayment Amount”) equal to the number of Forward Purchased Shares multiplied by the Redemption Price. Upon the subsequent sale of the Prepaid Forward Purchase Shares by the Purchaser, the Purchaser will remit the Reference Price (as defined below) per share to the Company. On the date that is twelve months after the closing of the Business Combination (the “Maturity Date”), any Prepaid Forward Purchase Shares not sold by the Purchaser will be returned by the Purchaser to the Company and any remaining amounts in respect of the Prepaid Forward Purchase Shares will be retained by Purchaser. Prior to the Maturity Date, the Purchaser may sell Commitment Shares at any price in Purchaser’s sole discretion. The Purchaser has agreed that until the Maturity Date, the Prepaid Forward Purchase Shares may not be sold for a price less than the Reference Price. The “Reference Price” will initially equal the Redemption Price and may, at the Company’s option, be reduced (but never increased) at any time to the lowest daily volume weighted average price of the Company Ordinary Shares for the preceding 10 trading days.

Going Concern Consideration

As of ~~September~~March 3031, ~~2024~~2025, the Company had cash and cash equivalent of $~~271~~29,~~847~~806 and a working capital deficit of $122,~~879~~600,374. The Company has incurred and expects to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The consolidated financial ~~statement~~statements does not include any adjustments that might result from the outcome of the uncertainty.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the period ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results that may be expected through December 31, ~~2024~~2025. All intercompany accounts and transactions are eliminated upon consolidation. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2023~~2024, filed with the Securities and Exchange Commission on ~~March~~April 2915, ~~2024~~2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statement.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had a cash and cash equivalents balance of $~~271~~29,~~847~~806 and $~~426~~103,~~913~~774 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. ~~The Company had no cash equivalents as of September 30, 2024 and December 31, 2023.~~

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments only in U.S. government securities ~~with~~ with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are ~~classified~~ classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Trust Account had balance of $749,~~237~~372,~~487~~ 109 and $7175,~~419~~794,~~358~~241, respectively. The interest and dividend income earned from the Trust Account totaled $~~952~~97,~~787~~ 321 and $2923,~~818,129~~492 for three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, respectively, which were fully reinvested into the Trust Account as earned and ~~unrealized~~ unrealized gain on investments and therefore presented as an adjustment to the operating activities in the Consolidated Statements of Cash Flows.

Offering Costs

Offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that were charged to shareholders’ equity upon the completion of the IPO on July 14, 2023.

Interest Expenses

Interest expense in 2024 and 2025 are primarily from the amortization of the debt discount in connection with the promissory note issued by the Company to related party. See Note 4 - Related Parties for more information.

Amortization of Debt Discount

The Company’s promissory note issued with related party is recorded net of debt discount which comprised issuance costs, and the discount initially recognized for the fair value of the shares transferred. The portion of the debt issuance costs allocated to the promissory note, is being amortized over the terms, which is upon consummation of the Business Combination. The amortization of debt issuance costs and discount is included in interest expense within the accompanying consolidated statements of operations.

FPA Liability

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480-10, therefore, the forward purchase option is required to be classified as a liability at fair value. Subsequently, changes in fair value are reported in earnings in statements of operations.

Financing Expenses

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The 50,000 Commitment Shares in the FPA is an equity consideration transferred to a non-employee for financing services and therefore falls within the scope of ASC 718-10. The fair value of the financing expenses shall be measured based on the observable market price.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax ~~positions~~ positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2024~~ 2025 and December 31, ~~2023~~2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

The net income (loss) per share presented in the statements of operations is based on the following:

	2024			2023			September 30, 2024			September 30, 2023
	2025			2024
	Three Months Ended September 30,						Nine Months Ended			For the Period from February 17, 2023 through
	For Three Months Ended March 31,
	2024			2023			September 30, 2024			September 30, 2023
	2025			2024
Net income (loss)	$	~~825~~(2,~~358~~039,997	)	$	~~573~~786,~~444~~362		$	~~2,428,474~~		$	~~570,338~~
Accretion of temporary equity into redemption value (interest earned)		(952,787	)		(760,871	)		(2,818,129	)		(760,871	)
Interest earned on investment held in Trust Account		(97,321	)		(923,492	)
Accretion of temporary equity into redemption value		-			(7,520,591	)		-			(7,520,591	)
Net loss including accretion of equity into redemption value	$	(2,137,318	)	$	(137,130	)
Net loss including accretion of equity into redemption value	$	(127,429	)	$	(7,708,018	)	$	(389,655	)	$	(7,711,124	)

	Redeemable			Non- Redeemable			Redeemable			Non- Redeemable			~~Redeemable~~			~~Non-Redeemable~~			~~Redeemable~~			~~Non-Redeemable~~
	For Three Months Ended September 30, 2024						For Nine Months Ended September 30, 2024						For Three Months Ended September 30, 2023						For the Period from February 17, 2023 through September 30, 2023
	For Three Months Ended March 31,
	Redeemable			Non-Redeemable			Redeemable			Non-Redeemable			Redeemable			Non-Redeemable			Redeemable			Non-Redeemable
	2025						2024
Particulars		Shares			Shares			Shares			Shares			Shares			Shares			Shares			Shares
	Redeemable			Non- Redeemable			Redeemable			Non- Redeemable
Basic and diluted net income/(loss) per share:
Particulars	Shares			Shares			Shares			Shares
Weighted-average shares outstanding		6,900,000			2,266,500			6,900,000			2,266,500			5,885,870			2,214,049			2,506,944			2,023,299
Basic and diluted net income (loss) per share:
Ownership percentage		75	%		25	%		75	%		25	%		73	%		27	%		55	%		45	%
Weighted-average shares outstanding		1,722,097			2,266,500			6,900,000			2,266,500
Numerators:
Ownership percentage		43	%		57	%		75	%		25	%
Allocation of net loss including accretion of temporary equity		(95,921	)		(31,508	)		(293,309	)		(96,346	)		(5,601,092	)		(2,106,926	)		(4,267,179	)		(3,443,945	)
Numerators:
Interest earned on investment held in trust account		952,787			-			2,818,129			-			760,871			-			760,871			-
Allocating net (loss) income including accretion of temporary equity		(922,798	)		(1,214,520	)		(103,223	)		(33,907	)
Accretion of temporary equity to redemption value		-			-			-			-			7,520,591			-			7,520,591			-
Interest earned on Trust Account		97,321			-			923,492			-
Allocation of net income/(loss)		856,866			(31,508	)		2,524,820			(96,346	)		2,680,370			(2,106,926	)		4,014,283			(3,443,945	)
Allocation of net income (loss)	$	(825,477	)		(1,214,520	)	$	820,269		$	(33,907	)
Denominators:
Weighted-average shares outstanding		61,~~900~~722,~~000~~097			2,266,500			6,900,000			2,266,500			~~5,885,870~~			~~2,214,049~~			~~2,506,944~~			~~2,023,299~~
Basic and diluted net income/(loss) per share	$	(0.1248	)	$	(0.0154	)	$	0.3712		$	(0.0401	)	$	~~0.46~~		$	~~(0.95~~	)	$	~~1.60~~		$	~~(1.70~~	)

1312

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480 and therefore qualify as financial instruments under ASC 820 “Fair Value Measurement.” The Company’s FPA liability is considered to be Level 3 financial instruments measured at fair value ofon a recurring basis. See Note 7 for details. The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under ASC 820, ~~“Fair Value Measurement,”~~ approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

At ~~September~~March 3031, ~~2024~~2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Public offering proceeds	$	60,000,000
Less:
Proceeds allocated to Public Rights		(3,272,724	)
Allocation of offering costs related to redeemable shares		(2,925,140	)
Plus:
Accretion of carrying value to redemption value		6,797,864
Ordinary shares subject to possible redemption		60,600,000
Over-allotment
Plus:
Over-allotment proceeds		9,000,000
Less:
Proceeds allocated to Public Rights		(490,909	)
Allocation of offering costs related to redeemable shares		(212,727	)
Plus:
Accretion of carrying value to redemption value		793,636
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		1,729,358
Ordinary shares subject to possible redemption, December 31, 2023	$	71,419,358
Plus:
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		23,~~818~~684,~~129~~883
Ordinary shares subject to possible redemption, September 30, 2024	$	74,237,487
Subsequent measurement of ordinary shares subject to possible redemption (extension deposit)		690,000
Ordinary shares subject to possible redemption, December 31, 2024	$	75,794,241
Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account)		97,321
Subsequent measurement of ordinary shares subject to possible redemption (redemption)		(66,519,453	)
Ordinary shares subject to possible redemption, March 31, 2025	$	9,372,109

1413

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

On July 14, 2023, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Company’s initial Business Combination. Ten Public Rights will entitle the holder to one ordinary share (see Note 76). The Company will not issue fractional shares and only whole shares will trade, so unless a holder purchased units in multiples of tens, such holder will not be able to receive or trade the fractional shares underlying the rights. The Company also granted the underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments. The over-allotment was subsequently fully exercised on July 17, 2023. See Note 1 for further details.

The Company incurred $75,000 Nasdaq delayed entry fee during the IPO in 2023 and this balance was subsequently paid by Qianzhi which is the target company. As of March ~~September~~31, 302025 and December 31, 2024, this balance is recorded as “Payable to target” on the consolidated balance sheet.

NOTE 4 — ~~PRIVATE~~RELATED ~~PLACEMENTS~~PARTIES

~~The Sponsors~~Promissory ~~and~~Note ~~EBC~~– ~~had agreed to purchase an aggregate of 330,000 Private Placement Units (312,000 Private Placement Units to be purchased~~Related by the Sponsors and 18,000 Private Placement Units to be purchased by EBC or its designees), or 361,500 Private Placement Units if the underwriters’ over-allotment is exercised in full, at a price of $10.00 per Private Placement Unit ($3,300,000, or an aggregate of $3,615,000 if the underwriters’ over-allotment is exercised in full) from the Company in a private placement that will occur simultaneously with the closing of the Initial Public Offering.Party

~~Simultaneously with~~On ~~the~~October ~~closing of the IPO on July~~ 14, ~~2023~~2024, ~~the~~EBC ~~Company~~loaned ~~consummated~~ the ~~private~~Company ~~sale of 330~~$500,000 which ~~Private~~funds ~~Placement~~were ~~Units.~~deposited ~~Each~~into ~~Private Placement~~the ~~Unit~~Trust ~~consists~~Account offor ~~one~~the extension. ~~ordinary~~The ~~share~~loan ~~and~~is ~~one~~evidenced ~~right~~by topromissory ~~receive~~note ~~one-tenth~~issued ~~(1/10)~~by ~~of one ordinary share upon~~ the ~~consummation of the~~ Company’s ~~initial~~(“Extension ~~Business Combination~~Note”). The ~~proceeds~~Extension ~~from~~Note ~~the~~bears ~~sale of the Private Placement Units were added to the net proceeds~~no ~~from~~interest ~~the~~and ~~IPO~~is ~~held~~repayable in ~~the~~full ~~Trust~~upon ~~Account.~~consummation Ifof ~~the Company does not complete~~ a Business Combination. ~~within~~As ~~the Combination Period, the proceeds from the sale~~ of ~~the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject~~March ~~to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be transferable~~31, ~~assignable~~2025, or ~~salable until the completion of a Business Combination~~$500,000 was ~~subject to certain exceptions~~outstanding.

~~On July~~In ~~17,~~connection ~~2023~~with the loan, one of the ~~underwriters~~Sponsors ~~exercised~~transferred 30,000 of its Founder Shares to EBC. The value of the shares transferred is reflected as debt discount and fully amortized as interest expense over~~-allotment~~ ~~option~~the inlife ~~full.~~of ~~See~~the ~~Note~~loan 1per ASC 835. See below for more details.

15Founder Shares

~~NOTE~~On 5October —14, ~~RELATED~~2024, ~~PARTIES~~one of the Sponsors transferred 30,000 of its Founder Shares to EBC in connection with $500,000 loan for the extension.

The Company estimated the fair value of the Founder Shares to be approximately $209,442 or $6.98 per share using the Black-Scholes option pricing model. The fair value of the Founder Shares ~~and~~was ~~EBC~~estimated at October 14, 2024. The Company used the following assumptions to estimate the fair value of Founder Shares using Level 3 fair value measurements inputs at the measurement date:

On February 27, 2023, the Sponsors received 1,725,000 of the Company’s ordinary shares (“Founder Shares”) in exchange for $25,000 paid for offering costs borne by the Sponsors. Up to 225,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full. On July 17, 2023, the underwriters exercised their over-allotment option in full.

On March 15, 2023, the Company issued to EBC 180,000 ordinary shares (“EBC founder shares”) for a purchase price of $0.014 per share and an aggregate purchase price of $2,520. The EBC founder shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the EBC founder shares to be approximately $1,016,000 or $5.65 per share using the Black-Scholes option pricing model. The Company accounted for the difference between the par value and fair value of the shares as offering cost.

The fair value of the EBC founder shares was estimated at March 15, 2023. The Company used the following assumptions to estimate the fair value of EBC founder shares using Level 3 fair value measurements inputs at the measurement date:

Time to expiration	1.840
Risk-free rate	4.02	%
Volatility	5.0	%
Dividend yield	0.0	%
Probability of completion of business combination	6065.0	%

~~The~~Based ~~Sponsors~~on ~~have~~the ~~agreed,~~fair ~~subject~~value toof ~~limited~~the ~~exceptions~~Founder Shares, ~~not~~the toCompany ~~transfer,~~recorded ~~assign~~a ordebt ~~sell~~discount ~~any~~ of ~~the~~$209,442, which ~~Founder~~is ~~Shares~~amortized ~~until~~as interest expense over the ~~earlier~~loan toperiod. ~~occur of:~~The ~~(A)~~loan ~~six~~period ~~months~~extends ~~after~~until the ~~completion~~consummation of the ~~initial~~ Business Combination, ~~and~~estimated ~~(B)~~to ~~the~~occur ~~date~~ on ~~which~~April ~~the~~15, ~~Company~~2025. ~~completes~~As aof ~~liquidation, merger,~~the ~~share~~filing ~~exchange~~date, ~~reorganization~~the orBusiness ~~other~~Combination ~~similar~~has ~~transaction~~not ~~after~~been anconsummated. ~~initial~~Since the loan period change is immaterial and the Business Combination ~~that~~will ~~results~~be inconsummated ~~all~~this ofyear, no adjustment to the amortization ~~Company’s~~is ~~public~~considered ~~shareholders~~necessary. ~~having~~For ~~the~~three ~~right~~months toended ~~exchange~~March ~~their~~31, ~~ordinary~~2025 ~~shares~~and for ~~cash,~~the ~~securities~~year orended ~~other~~December ~~property.~~31, ~~EBC~~2024, the Company has recorded an ~~also~~interest ~~agreed,~~expense ~~subject~~of to$104,721 and ~~exceptions~~$87,267, ~~that~~respectively. ~~the~~The ~~EBC~~note ~~founder~~is ~~shares~~presented ~~cannot~~net beof ~~sold,~~an ~~transferred~~unamortized ordebt ~~assigned~~discount of $17,453, ~~until~~resulting ~~the~~in ~~consummation~~a carrying amount of an$482,547 ~~initial~~as ~~business~~of ~~combination~~March 31, 2025.

1614

Promissory Note — Related Party

On February 27, 2023, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2023, or (ii) the consummation of the IPO. The Promissory Note expired on July 14, 2023.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of IPO to purchase up to 900,000 additional Units to cover over-allotments, at the IPO price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting discount of $0.25 per Unit, or $1,500,000 in the aggregate (or $1,725,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the IPO.

On July 17, 2023, the underwriters exercised the over-allotment option in full to purchase 900,000 Units. As a result, on July 18, 2023, the Company sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds to the Company of $9,000,000.

Due to Related Party

The Sponsors paid certain formation, operating or offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing. Before the IPO, the Sponsors had paid $151,318 on behalf of the Company for expenses related to IPO, which was fully repaid upon closing of the IPO on July 14, 2023 out of the offering proceeds held in trust account.

As of ~~September~~March 3031, ~~2024~~2025, the total accrued expenses due to related parties was $65136,~~695~~613, which includes $60120,000 payable for administration fee and $516,~~695~~ 613 payable for accounting related ~~service fee. As of December 31, 2023, the total accrued expenses due to related parties was $25,250, which include $20,000 payable for administration fee~~ and ~~$5,250 payable~~other ~~for accounting~~ service fee. ~~See following paragraphs for details.~~

~~Initial~~As ~~Accounting~~of ~~Service~~December ~~Fee~~31, 2024, the total accrued expenses due to related parties was $101,285, which includes $90,000 payable for administration fee and $11,285 payable for accounting related and other service fee.

~~The~~Accounting ~~Company~~Service ~~has~~Agreement ~~engaged TenX Global Capital, a related party of the Company, to assist in the preparation of financial statements~~ and ~~other accounting consulting services.~~Others

~~This~~The ~~initial~~Company ~~accounting~~has ~~service~~engaged ~~fee~~TenX ~~was~~Global ~~only~~Capital, a related ~~with~~party of the Company, to assist in initial accounting preparation, ~~which~~preparing ~~was~~quarterly and ~~incurred~~annual infinancial statements commencing following the ~~period~~consummation ~~from~~of ~~February 17,~~the ~~2023~~IPO. ~~(inception)~~The Company has agreed to ~~September~~pay ~~30,~~for ~~2023~~these ~~with~~services ~~total~~at a ~~amount~~fixed quarterly rate of $205,~~000~~250 each quarter. ~~There~~TenX ~~was~~Global noCapital ~~such~~also ~~cost~~provides inother services following the ~~subsequent~~consummation ~~periods~~of the IPO.

Accounting Service Agreement

The Company has engaged TenX Global Capital, a related party of the Company, to assist in preparing quarterly and annual financial statements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate of $5,250 each quarter. For three months ended September 30, 2024 and 2023, service fees of $5,250 have been accrued for these services. For nine months ended September 30, 2024 and during the period from February 17, 2023 (inception) through September 30, 2023, service fee of $15,750 and $5,250 have been incurred for these services.

Administration Fee

Commencing on the effectiveness of the Registration Statement on July 11, 2023, an affiliate of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $10,000 per month, until to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel. Administration fee of $30,000 and $90,000 were incurred for the three and nine months ended September 30, 2024, respectively. For three months ended September 30, 2023 and the period from February 17, 2023 (inception) through September 30, 2023, an administration fee of $26,667 was recorded and paid.

~~NOTE~~The 6following —table ~~COMMITMENTS~~presents ~~AND~~details ~~CONTINGENCIES~~about the expenses incurred for three months ended March 31, 2025 and 2024, respectively, and payable as of March 31, 2025 and December 31, 2024, respectively:


Nature	Operating Costs For the three months ended				Payable Balance as of
	March 31, 2025		March 31, 2024		March 31, 2025		December 31, 2024
Initial accounting service fee	$	-	$	-	$	-	$	-
Accounting service fee and others		5,328		5,441		16,613		11,285
Administration fee		30,000		30,000		120,000		90,000
Total	$	35,328	$	35,441	$	136,613	$	101,285

NOTE 5 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated on the effectiveness of the Registration Statement on July 11, 2023 requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount of $2,415,000, equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination. ~~EBC~~As ~~did~~of ~~not~~the ~~introduce~~filing ~~the~~date, ~~Company~~no tosuch ~~Qianzhi~~service has been provided by EBC.

Business Combination Transaction Cost

The Company has engaged several service providers including legal and valuation services, specifically for business combination between the Company and Shenzhen Qianzhi BioTechnology Co. Ltd. (“Qianzhi”). Per the agreed terms, Qianzhi agreed to be responsible for all expenses incurred by the Company in connection with business combination. ~~During~~For ~~the~~ three months ended ~~September~~ ~~30,~~March ~~2024~~31, ~~$73,467~~2025 ~~of business combination related cost has been incurred~~ and ~~reimbursed~~for ~~by Qianzhi. During~~ the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2024, $~~325~~324,~~469~~511 and of$527,145 of business combination related cost ~~has~~have been incurred which $255,513 and $389,099 were reimbursed by Qianzhi, respectively. This activity has been recorded ~~on the~~ net ~~basis~~in ~~and~~accompanying ~~no impact to~~ financial statements.

~~NOTE~~Forward 7Purchase ~~— SHAREHOLDERS’ EQUITY~~Agreement

~~Preferred~~On ~~Shares~~January —13, ~~The~~2025, the Company isentered ~~authorized~~into toPrepaid ~~issue~~Forward ~~2,000,000~~Purchase ~~preferred~~Agreement ~~shares~~(the ~~with~~“FPA”) aby ~~par~~and ~~value~~among ofthe ~~$0.0001~~Company, NewCo, ~~per~~and ~~share~~the ~~with such designations~~funds, ~~voting~~accounts and /other ~~rights~~investment ~~and~~vehicles ~~preferences~~managed asby ~~may~~Harraden beCircle ~~determined~~Investments, ~~from~~LLC ~~time~~signatory tothereto (collectively, ~~time~~the by“Purchaser”). ~~the~~See ~~Company’s~~Note ~~board~~1 offor ~~directors~~details. As ofThe ~~September~~Company 30recorded $1,929,656 loss ~~2024~~on issuance of FPA liability and ~~December~~FPA 31liability reported in the accompanying consolidated statements of operations and balance sheets, ~~2023~~respectively, ~~there~~on ~~were~~the noinitial ~~preferred~~recognition ~~shares~~of ~~issued~~500,000 Prepaid orForward ~~outstanding~~Purchase Shares.

~~Ordinary~~From ~~Shares~~January ~~— The Company is authorized to issue 200~~13,~~000,000~~ ~~ordinary~~2025 ~~shares~~through ~~with~~March ~~a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. On February 27~~31, ~~2023~~2025, the ~~Sponsors~~Company ~~received~~recorded 1$367,~~725,000 of the Founder Shares~~317 changes in ~~exchange~~fair ~~for~~value ~~$25,000 paid for offering costs borne by the Sponsors,~~ of ~~which~~FPA anliability ~~aggregate~~reported ~~of up to 225,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised~~ in ~~full or in part, so that~~ the ~~number~~ ofaccompanying ~~Founder~~consolidated ~~Shares~~statements ~~will equal 20%~~ of ~~the Company’s issued and outstanding ordinary shares after the IPO (excluding shares underlying the Private Placement Units)~~operations. ~~No ordinary shares are subject to forfeiture since the over-allotment was fully exercised on July 17, 2023.~~ As of ~~September~~March ~~30, 2024 and December~~ 31, ~~2023~~2025, ~~there~~the Company ~~were~~has 2$1,~~266~~562,~~500~~339 outstanding ~~ordinary~~balance ~~shares~~under ~~issued~~FPA ~~and~~liability ~~outstanding~~reported ~~(excluding 6,900,000~~in ~~shares~~the ~~subject~~accompanying toconsolidated ~~possible~~balance ~~redemption)~~sheets.

NOTE 6 — SHAREHOLDERS’ EQUITY

Preferred Shares — The Company is authorized to issue 2,000,000 preferred shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. On February 27, 2023, the Sponsors received 1,725,000 of the Founder Shares in exchange for $25,000 paid for offering costs borne by the Sponsors, of which an aggregate of up to 225,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding ordinary shares after the IPO (excluding shares underlying the Private Placement Units). No ordinary shares are subject to forfeiture since the over-allotment was fully exercised on July 17, 2023. As of March 31, 2025 and December 31, 2024, there was 2,266,500 ordinary shares issued and outstanding (excluding 847,905 and 6,900,000 shares subject to possible redemption, respectively).

Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 87 — Fair Value Measurements

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

19The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Date	Trading Securities		Level				Fair Value
Nature	Level				March 31, 2025				December 31, 2024
September 30, 2024	Marketable securities held in the trust account			1			$	74,534,487
Assets:
December 31, 2023	Marketable securities held in the trust account			1			$	71,419,358
Marketable securities held in the trust account		1			$	9,372,109			$	75,794,241
Cash equivalents		1			$	29,806			$	103,774
Liabilities:
FPA liability		3			$	1,562,339			$	-

~~NOTE 9 — SUBSEQUENT EVENTS~~17

FPA Liability

The Company established the fair value of the FPA liability using Black Scholes Model that values based on future projections of the various potential outcomes, and classified as a Level 3 fair value measurement.

The following table provides additional quantitative information regarding the Level 3 fair value measurement inputs at their measurement dates for the FPA liability:

	At initial issuance January 13, 2025			March 31, 2025
Stock price	$	6.72		$	7.85
Expected redemption price	$	10.99		$	11.05
Time to expiration		1.46			1.25
Risk-free rate		4.3	%		4.0	%
Volatility		35.0	%		35.0	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of FPA liability for three months ended March 31, 2025:


January 1, 2025	$	-
Initial recognition at January 14, 2025 of 500,000 shares		1,929,656
Change in fair value		(367,317	)
Fair value of FPA liability as of March 31, 2025	$	1,562,339

Commitment Shares

50,000 Commitment Shares is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the requisite service period. The fair value of the financing expenses was measured based on the grant-date market price of $6.72 per share and classified as a Level 1 fair value measurement. The resulting fair value totaled $336,000.

NOTE 8 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company identified the following subsequent event that would have required adjustment or disclosure in the financial statements.

~~Effective as~~On ofMay ~~October 7~~28, ~~2024~~2025, the Company ~~notified~~received a written notice (the ~~trustee~~“Notice”) from the Listing Qualifications Department of the ~~Trust~~Nasdaq ~~Account~~Stock Market (“NASDAQ”) indicating that itthe ~~was~~Company ~~extending~~is not in compliance with Listing Rule 5250(c)(1) because the ~~time~~Company has failed to ~~consummate~~file anits ~~initial Business~~Quarterly ~~Combination~~Report ~~from~~on ~~October~~Form 10-Q ~~14,~~for ~~2024~~the toquarter ~~January~~ended 14March 31, 2025 (the “Delinquent Report”). ~~Effective~~The asNotice ofstated ~~October~~that ~~14,~~no ~~2024,~~later ~~Shenzhen~~than ~~Qianzhi~~July ~~and~~28, ~~EarlyBirdCapital~~2025, ~~two~~the ~~designees~~Company ofis required to submit a plan to regain compliance with respect to the ~~Sponsors,~~filing ~~loaned~~of the ~~Company~~Delinquent anReport. ~~aggregate~~If ofNASDAQ ~~$690~~accepts the Company’s plan,~~000,~~ ~~which~~it ~~funds~~has ~~were~~the ~~deposited~~discretion ~~into~~to grant the ~~Trust~~Company ~~Account~~an ~~for such~~ extension. ~~The~~of ~~loans~~up ~~are~~to ~~evidenced~~180 bycalendar ~~promissory~~days ~~notes~~from (the ~~“Notes”)~~due ~~issued~~date byof the Delinquent ~~Company~~Report (or until November 17, 2025) to ~~the~~regain ~~designees~~compliance. The ~~Notes~~Company ~~bear no~~is ~~interest~~continuing ~~and~~to ~~are~~work ~~repayable~~diligently into ~~full~~complete ~~upon~~the ~~consummation~~Delinquent Report. ofIf athe ~~Business~~Company ~~Combination.~~is Inunable ~~connection~~to ~~with~~file the ~~loans,~~Delinquent ~~one~~Report ofby ~~the~~July ~~Sponsors transferred~~28, 302025,~~000~~ ofit ~~its~~intends ~~Founder~~to ~~Shares~~file a plan to ~~EarlyBirdCapital~~regain compliance with NASDAQ. ~~The~~ ~~value~~This notification has no immediate effect on the listing of the Company’s shares ~~transferred~~on isNASDAQ. ~~reflected~~There ascan ~~debt~~be ~~discount~~no assurance, ~~and~~however, ~~fully~~that ~~amortized~~the asCompany ~~interest~~will ~~expense~~be ~~over~~able ~~the~~to ~~life~~regain ofcompliance with the ~~loan~~listing inrequirements ~~accordance~~discussed ~~with~~above ~~ASC~~or ~~835~~otherwise satisfy the other NASDAQ listing criteria.

2018

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Bowen Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the ~~unaudited~~ unaudited consolidated financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

We are a blank check company incorporated on February 17, 2023 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While we intend to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, promissory loans with target or related parties, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception through ~~September~~March 3031, ~~2024~~ 2025 were organizational activities, those necessary to prepare for the IPO described below, and since the closing of the IPO, identifying a target company for our initial Business Combination, and professional costs related with the initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We ~~expect~~generated ~~to generate~~ non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended ~~September~~March 3031, ~~2024~~2025, we had a net ~~income~~loss of $~~825~~2,~~358~~039,997, which consists of a loss of $~~127~~134,~~429~~736 derived from ~~operating~~ operating costs, ~~including~~interest ~~legal~~expense ~~and~~of ~~professional~~$104,721, ~~service~~loss on issuance of FPA liability of $1,929,656, change in fair value of forward purchase agreement of $367,317, and financing expense of $336,000, offset by income earned on the Trust Account of $~~952~~97,~~787~~321 and bank interest income of $478.

For the ~~nine~~three months ended ~~September~~March 3031, 2024, we had a net income of $2786,~~428~~362,~~474,~~ which consists of a loss of $~~389~~137,~~655~~130 derived from formation and operating costs ~~including legal and professional service expense~~ offset by income earned on the Trust Account of $2923,~~818,129~~492.

For the three months ended September 30, 2023, we had a net income of $573,443, which consists of loss of $187,428 derived from formation and operating costs offset by income earned on Trust Account of $760,871.

For the period from February 17, 2023 (inception) through September 30, 2023, we had a net income of $570,338, which consists of loss of $190,533 derived from formation and operating costs offset by income earned on Trust Account of $760,871.

Liquidity, Capital Resources and Going Concern

On July 14, 2023, we consummated our IPO of 6,000,000 Units, at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 330,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, generating total gross proceeds of $3,300,000.

On July 17, 2023, the underwriters exercised the over-allotment option in full to purchase 900,000 Units. As a result, on July 18, 2023, we sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. Simultaneously with the closing of the full exercise of the over-allotment option, we completed the private sale of an aggregate of 31,500 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $315,000. Transaction costs amounted to $3,318,898 consisting of $1,725,000 of cash underwriting fees and $1,593,898 of other offering costs.

21Following the closing of the IPO and the sale of over-allotment units, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account. The funds held in the Trust Account may be invested in U.S. government securities with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

~~Following~~As ~~the closing~~ of ~~the~~March ~~IPO~~31, ~~and~~2025, ~~the~~we ~~sale~~had ofcash ~~over-allotment~~and ~~units,~~cash anequivalent ~~amount~~ of $6929,~~690,000 ($10~~806.10 ~~per~~We ~~Unit)~~will ~~from~~use ~~the~~these ~~net~~funds ~~proceeds~~primarily ofto ~~the sale~~complete of the ~~Units~~business incombination. This ~~the~~includes ~~IPO~~conducting ~~and~~ongoing ~~the~~due ~~Private~~diligence, ~~Placement~~obtaining ~~was~~necessary ~~placed~~regulatory inand ashareholder ~~trust~~approvals, ~~account.~~preparing ~~The~~required ~~funds held in the Trust Account may be invested~~filings inand ~~U.S.~~disclosures, ~~government~~structuring ~~securities~~and ~~with~~negotiating atransaction ~~maturity~~terms, ofand ~~185~~covering ~~days~~costs orrelated ~~less. We intend~~ to ~~use substantially all of the funds held in the trust account~~legal, ~~including any amounts representing interest earned on the trust account~~financial, toand ~~complete~~other ~~our~~advisory ~~initial business combination~~services. ~~To the~~ ~~extent~~Additionally, ~~that~~funds ~~our~~may ~~capital~~be ~~stock or debt is~~ used, into ~~whole~~pay ortaxes ~~in part, as consideration~~ to ~~complete~~the ~~our~~extent ~~initial business combination,~~ the ~~remaining~~ ~~proceeds~~interest ~~held~~earned inon the trust account ~~will~~is benot ~~used~~sufficient ~~as working capital~~ to ~~finance~~pay ~~the operations of the target business or businesses, make other acquisitions and pursue~~ our ~~growth strategies~~taxes.

~~Prior~~ In order to ~~the~~fund ~~completion~~working ofcapital ~~our~~deficiencies or finance transaction costs in connection with an intended initial business combination, weour ~~have~~Sponsor ~~available~~or toan usaffiliate ~~the~~of ~~approximately~~our ~~$700,000~~Sponsor ofor ~~proceeds~~certain ~~held~~of ~~outside~~our ~~the~~officers and ~~trust~~directors ~~account.~~may, Webut ~~will~~are ~~use~~not ~~these~~obligated to, loan us funds ~~primarily~~on toa ~~identify~~non-interest ~~and~~bearing ~~evaluate~~basis ~~target~~as ~~businesses,~~may ~~perform~~be ~~business~~required. ~~due~~If ~~diligence~~we oncomplete ~~prospective~~our initial ~~target~~business ~~businesses~~combination, ~~travel~~we towould ~~and~~repay ~~from~~such loaned amounts. In the ~~offices,~~event ~~plants~~that orour ~~similar~~initial ~~locations~~business ofcombination ~~prospective~~does ~~target~~not ~~businesses~~close, orwe ~~their~~may ~~representatives~~use ora ~~owners,~~portion ~~review~~of ~~corporate~~the ~~documents~~working ~~and~~capital ~~material~~held ~~agreements~~outside ofthe ~~prospective~~trust ~~target~~account ~~businesses,~~to ~~structure,~~repay ~~negotiate~~such ~~and~~loaned ~~complete~~amounts abut ~~business~~no proceeds from our trust account would ~~combination,~~be ~~and~~used tofor ~~pay~~such ~~taxes~~repayment. toOther ~~the~~than ~~extent~~as described above, the ~~interest~~terms ~~earned~~of onsuch ~~the~~loans ~~trust~~by ~~account~~our isofficers and directors, if any, have not ~~sufficient~~been determined toand ~~pay~~no ~~our~~written ~~taxes~~agreements exist with respect to such loans.

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.19

As of ~~September~~March 3031, ~~2024~~2025, we had cash and cash equivalent of $~~271~~29,~~847~~806 and a working capital ofdeficit of $122,~~879~~600,374. ~~The~~We ~~Company~~have ~~has~~ incurred and ~~expects~~expect to continue to incur significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination. In connection with ~~the~~our ~~Company’s~~ assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” ~~management~~we ~~believes~~ believe that these conditions raise substantial doubt about ~~the~~our ~~Company’s~~ ability to continue as a going concern. In addition, if ~~the~~we ~~Company is~~are unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, ~~management~~we ~~has~~have determined that such additional condition also raises substantial doubt about ~~the~~ ~~Company’s~~our ability to continue as a going concern. Management expects to obtain additional funds from related parties to provide the additional working capital necessary to carry out its objective to consummate a business combination. The consolidated financial statements ~~statement~~do ~~does~~ not include any adjustments that might result from the outcome of the uncertainty.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Related Party Transactions

Please refer to Financial Statement Note 5 4- Related Parties.

Other Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities reflected on our balance sheet.

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units will be entitled to registration rights pursuant to a registration rights agreement dated July 11, 2023 requiring the Company to register such securities for resale. Subject to certain limitations set forth in such agreement, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

We have engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination. As of the filing date, no such service has been provided by EBC.

Forward Purchase Agreement

On January 13, 2025, we entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC. See Financial Statement Note 1 for details. The Company recorded $1,929,656 loss on issuance of FPA liability and FPA liability reported in the accompanying consolidated statements of operations and balance sheets, respectively, on the initial recognition of 500,000 Prepaid Forward Purchase Shares.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. ~~Actual~~Making ~~results~~estimates ~~could~~requires ~~materially~~management ~~differ~~to ~~from~~exercise ~~those~~significant ~~estimates~~judgment. WeIt ~~have~~is ~~not~~at ~~identified~~least ~~any~~reasonably ~~critical~~possible ~~accounting estimates~~that ~~and~~the ~~all~~estimate of the ~~significant~~effect ~~accounting~~of ~~policies~~a ~~are~~condition, ~~described~~situation, inor ~~the~~set ~~Note~~of 2circumstances that existed as of ~~this~~the ~~reviewed~~date ~~consolidated~~of the financial statements, and that management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. Management does not believe that we have any critical accounting estimates; however, we have identified the following critical accounting policy:

Net Income (Loss) per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less interest income and unrealized gain or loss on investments in trust account less any dividends paid. We then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders.

Fair Value of Financial Instruments

The forward purchase option in the FPA of the Company meets the definition of an obligation to repurchase shares by transferring assets arrangement under ASC 480 and therefore qualify as financial instruments under ASC 820 “Fair Value Measurement.” The Company’s FPA liability is considered to be Level 3 financial instruments measured at fair value on a recurring basis. See Financial Statement Note 7 for details. The fair value of the Company’s other assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an ~~evaluation~~ evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial reporting related to the Company’s lack of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

On February 27, 2023, Bowen Holding LP acquired an aggregate of 1,725,000 ordinary shares for an aggregate purchase price of $25,000. Bowen Holding LP thereafter transferred an aggregate of 1,155,750 ordinary shares to Createcharm Holdings Ltd, our other sponsor. The Company also issued to EarlyBirdCapital, Inc. 180,000 ordinary shares for an aggregate purchase price of $2,520 on March 15, 2023. The issuance of the foregoing securities was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

On July 14, 2023, the Company consummated the Initial Public Offering of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 ~~par~~ ~~value~~per share, of the Company and one Right, each Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, ~~generating~~ generating gross proceeds of $60,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager of the Initial Public Offering and Revere Securities acted as co-manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-272076). The Securities and Exchange Commission declared the registration statement effective on July 11, 2023.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 330,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,300,000. The Private Placement Units were purchased by Createcharm Holdings Ltd and EarlyBirdCapital, Inc. The Private Placement Units are identical to the Units sold in the Initial Public Offering. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except to certain transferees) until after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On July 17, 2023, the underwriters exercised their over-allotment option in full to purchase an additional 900,000 Units. As a result, on July 18, 2023, the Company sold an additional 900,000 Units at $10.00 per Unit, generating gross proceeds of $9,000,000. In connection with this sale, Createcharm Holdings Ltd and EarlyBirdCapital, Inc. also purchased an additional 31,500 Private Placement Units from the Company, generating gross proceeds of $315,000. The issuance of the additional Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

As of July 18, 2023, an aggregate of $69,690,000 has been deposited in the trust account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering ($10.10 per unit sold in the offering, including the over-allotment option).

We paid a total of $1,725,000 in underwriting discounts and commissions related to the Initial Public Offering.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

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Item 5 – Other Information

During the quarter ended ~~September~~March 3031, ~~2024~~2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

Item 6 – Exhibits

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

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 thereunto duly authorized.

	BOWEN ACQUISITION CORP
Dated: November 14, 2024	By.	/s/ Jiangang Luo
Dated: July 8, 2025	By.	/s/ Jiangang Luo
		Jiangang Luo
		Chief Executive Officer (Principal Executive Officer)
		Chief Executive Officer
Dated: November 14, 2024	By.	/s/ Jing Lu
		(Principal Executive Officer)
Dated: July 8, 2025	By.	/s/ Jing Lu
		Jing Lu
		Chief Financial Officer (Principal Financial and Accounting Officer)
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Bowen Acquisition Corp