UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 1428, 2025

BOWEN ACQUISITION CORP

(Exact Name of Registrant as Specified in Charter)

Cayman Islands	001-41741	N/~~A00-0000000~~A
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

420 Lexington Ave, Suite 2446

New York, NY 10170

(Address of Principal Executive Offices) (Zip Code)

(203) 998-5540

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share and one right	BOWNU	The Nasdaq Stock Market LLC

Ordinary Shares, par value $0.0001 per share	BOWN	The Nasdaq Stock Market LLC

Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination	BOWNR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 3.0301. ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; Transfer of Listing.

~~The~~On ~~information~~May ~~included~~28, in2025, ~~Item~~Bowen 5Acquisition Corp.07 (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company is ~~incorporated~~not byin ~~reference~~compliance ~~into~~with ~~this~~Listing Rule ~~item~~5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for the ~~extent~~quarter ~~required~~ended March 31, 2025 (the “Delinquent Report”).

~~Item~~The 5Notice stated that no later than July 28, 2025, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report.~~07.~~ ~~Submission~~If NASDAQ accepts the Company’s plan, it has the discretion to grant the Company an extension of ~~Matters~~up to 180 acalendar ~~Vote~~days from the due date of ~~Security~~the ~~Holders~~Delinquent Report (or until November 17, 2025) to regain compliance.

OnThe ~~April 14, 2025, Bowen Acquisition Corp (the “~~Company”) ~~held~~is ancontinuing ~~extraordinary~~to ~~general~~work ~~meeting~~diligently ~~(the “Meeting”)~~ to ~~approve,~~complete bythe ~~special~~Delinquent ~~resolution~~Report. ~~and~~If ~~pursuant to~~ the ~~terms of the~~ Company’s ~~amended~~is ~~and~~unable ~~restated~~to ~~memorandum~~file ~~and~~the ~~articles~~Delinquent ofReport ~~association,~~by asJuly ~~amended~~28, ~~(the “Articles”)~~2025, anit ~~amendment~~intends to ~~the~~file ~~Articles~~a plan to ~~allow~~regain ~~the~~compliance ~~board~~with ofNASDAQ. ~~directors~~This ofnotification ~~the~~has ~~Company~~no ~~(the~~immediate ~~“Board”) to~~effect ~~extend~~on the ~~date~~listing (of the ~~“Extension”)~~Company’s byshares ~~which~~on ~~the~~NASDAQ. ~~Company~~There ~~must~~can ~~consummate~~be anno ~~initial merger~~assurance, ~~share exchange~~however, ~~asset~~that ~~acquisition, share~~the ~~purchase,~~Company ~~reorganization~~will orbe ~~similar~~able ~~business~~to ~~combination~~regain compliance with ~~one~~the listing requirements discussed above or ~~more~~otherwise ~~businesses~~satisfy (athe ~~“business~~other ~~combination”)~~NASDAQ listing criteria.

AnThe ~~aggregate~~Company ofissued ~~2,583,649~~a ~~ordinary~~press ~~shares~~release ofannouncing the ~~Company~~foregoing, which ~~represented~~press arelease ~~quorum~~is ofattached ~~the outstanding ordinary shares entitled~~ to ~~vote as~~this ofCurrent ~~the~~Report ~~record~~on ~~date~~Form of8-K ~~March~~as ~~19, 2025, were represented in person or by proxy at the Meeting~~exhibit 99.1.

~~The Company’s~~Item ~~shareholders~~9.01. ~~voted~~Financial onStatement ~~the~~and ~~following proposal at the Meeting, which was approved:~~Exhibits.

(1d) Proposal No. 1 — The Extension Proposal — a proposal to amend the Company’s Articles to extend the date by which the Company has to consummate a business combination by up to three one-month increments, from April 14, 2025 to as late as July 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. The following is a tabulation of the votes with respect to this proposal Exhibits:

For	Against	Abstain	Broker Non-Votes
Exhibit	Description
2,572,716	10,933	0	0
99.1	Press release.
104	Cover Page Interactive Data File (formatted in Inline XBRL).

The amendments to the Amended and Restated Memorandum and Articles of Association of the Company to be filed with the Cayman Islands Registrar of Companies to effectuate the Extension are attached hereto as Exhibit 3.1.

The Company is continuing to attempt to satisfy the remaining conditions to closing its proposed business combination with Shenzhen Qianzhi BioTechnology Co. Ltd.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.1		Amendments to Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward Looking Statements

~~Neither~~This ~~the~~Current ~~Company~~Report ~~nor~~on ~~any~~Form of8-K ~~its~~include ~~affiliates~~“forward-looking ~~makes~~statements.” ~~any~~Actual ~~representation~~results ormay ~~warranty~~differ asfrom toexpectations, ~~the~~estimates ~~accuracy~~and projections orand ~~completeness~~consequently, you should not rely on these forward-looking statements as predictions of ~~the~~future ~~information~~events. ~~contained~~These forward-looking instatements ~~this~~generally ~~Current~~are ~~Report~~identified onby ~~Form~~the ~~8-K.~~words ~~This~~or ~~Current~~phrases ~~Report~~such onas ~~Form~~“aspire,” ~~8-K~~“expect,” is“estimate,” “project,” ~~not~~“budget,” ~~intended~~“forecast,” to“anticipate,” be“intend,” ~~all-inclusive~~“plan,” “may,” ~~and~~“will,” is“will ~~not~~be,” ~~intended~~“will tocontinue,” ~~form~~“will ~~the~~likely result,” “could,” ~~basis~~“should,” of“believe(s),” ~~any~~“predicts,” ~~investment~~“potential,” ~~decision~~“continue,” or“future,” “opportunity,” ~~any~~seek,” ~~other~~“intend,” ~~decision~~“strategy,” inor ~~respect~~the negative version of ~~the~~those ~~Company~~words or ~~its~~phrases or ~~proposed~~similar ~~business~~expressions ~~combination~~are intended to identify such forward-looking statements.

This Current Report on Form 8-K include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements.

The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 14, 2025
Dated: May 29, 2025
	By:	/s/ Jiangang Luo
		Jiangang Luo
		Chief Executive Officer

Filing Compare · Bowen Acquisition Corp